Buyer Parent. Buyer (x) is a direct subsidiary of MasterBrand, Inc. (NYSE: MBC) (“Buyer Parent”), and (y) is the entity which owns all of the operating companies held by Buyer Parent.
Buyer Parent. Buyer Parent is a kabushiki gaisha duly organized, validly existing and in good standing under the Laws of Japan. Buyer Parent has all necessary corporate power and authority to execute, deliver and perform its obligations under the Buyer Parent Guarantee and to consummate the transactions contemplated thereby. The execution, delivery and performance by Buyer Parent of the Buyer Parent Guarantee and the consummation by Buyer Parent of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of Buyer Parent. The Buyer Parent Guarantee has been duly executed and delivered by Buyer Parent and constitutes a legal, valid and binding obligation of Buyer Parent, enforceable against Buyer Parent in accordance with its terms, except that such enforcement may be limited by the Bankruptcy and Equity Principles. Except for any disclosure required by applicable Law, no Governmental Filings are required in connection with the execution, delivery and performance of the Buyer Parent Guarantee by Buyer Parent or the consummation by Buyer Parent of the transactions contemplated thereby. Buyer Parent has the financial capacity to pay and perform its obligations under the Buyer Parent Guarantee if and when due in accordance with the terms of the Buyer Parent Guarantee.
Buyer Parent. 1.0 (Intro) 17. Buyer Parent Common Stock .............................................4.4a 18. Buyer Parties ..........................................................4.1 19. Class A Excluded Shares................................................5.19 20. Class A Mandatorily Redeemable Preferred Stock .........................1.2 21. Class B Mandatorily Redeemable Preferred Stock ........................ 1.2 22. Class E Exchangeable Preferred Stock ...................................1.2 23. Cleanup ..............................................................3.15m 24. Closing ................................................................2.1 25. Closing Date ...........................................................2.1 26. Contracts ............................................................3.16b 27.
Buyer Parent. See Section 9.6.
Buyer Parent. Buyer Parent absolutely, unconditionally and irrevocably guarantees to Seller, AETI, and its successors, transferees and assigns (collectively, the “Seller Successors”) the performance when due of all obligations of the Buyer in which Seller has any beneficial interest, arising under this Agreement and/or the Related Agreements, including but not limited to every agreement, covenant and obligation contained in this Agreement or the Related Agreements to be performed or complied with by the Buyer (collectively, the “Buyer Obligations”), and agrees that if, for any reason, Buyer fails to perform when due any of such Buyer Obligations, the Buyer and the Buyer Parent will, jointly and severally, perform the Buyer Obligations. The liability of the Buyer and Buyer Parent under this Section 8.5 shall not be affected or impaired by any voluntary or involuntary liquidation, dissolution, sale, or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar event or proceeding, affecting the Buyer, Buyer Parent, or any of their assets. This guaranty is an absolute, unconditional, primary, present and continuing guaranty of performance and compliance and not of collectability and is in no way conditioned or contingent upon any attempt by the Seller and/or AETI to enforce performance or compliance by the Buyer or upon any other action, occurrence, event or circumstance whatsoever. This Section 8.5 survives the Closing.
Buyer Parent. Buyer Parent shall be a party to this Agreement solely for the purposes of Sections 6.01, 6.02, 6.03, 7.03 (to the extent relating to Governmental Approvals that Buyer Parent is required to obtain), 7.07, 7.08, 8.03, 8.09, and 8.11 and Articles 13 (provided, that (x) Section 13.02(a)(i) shall only apply to Buyer Parent with respect to any inaccuracy or breach of any representation or warranty made by Buyer Parent in Sections 6.01, 6.02, and 6.03 and Buyer’s and Buyer Parent’s indemnification obligations thereunder shall be several but not joint, and (y) Section 13.02(a)(ii) shall only apply to Buyer Parent with respect to any breach or failure by Buyer Parent to perform any of its covenants or obligations contained in Sections 7.03, 7.07, 7.08, 8.03, 8.09 and 8.11) and Buyer’s and Buyer Parent’s indemnification obligations thereunder shall be several but not joint, and 14 (collectively, the “Buyer Parent Matters”), and solely for the purposes of such Articles and Sections, all references therein to the term “Buyer” shall mean “Buyer and Buyer Parent”, and Buyer Parent shall be bound by the terms and conditions of such Articles and Sections as if it were Buyer. Buyer Parent shall make one or more capital contributions to Buyer to the extent necessary to cause Buyer’s capital levels to be in compliance with the IB Law’s minimum capital requirements applicable to Buyer (determined after giving full effect to Buyer’s payment obligations under the Transaction Agreements, including payment of the Purchase Price and the Post-Closing Purchase Price Adjustment).
Buyer Parent. Buyer Parent hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and complete performance by Buyer of its payment and other obligations under this Agreement (the “Buyer Guaranteed Obligations”). This is a guarantee of payment (not of collection) and performance. Vendor shall not be obligated to file any claim relating to the Buyer Guaranteed Obligations in the event that Buyer becomes subject to bankruptcy, reorganization or similar proceedings, and the failure of Vendor to so file shall not affect Buyer Parent’s obligations hereunder. Buyer Parent hereby waives promptness, diligence, presentment, demand of performance, demand of payment, filing of any claim, any right to require any proceeding first against Buyer, protest, notice of any kind and all demands whatsoever and all suretyship defenses generally in connection with the performance of its covenants, agreements and obligations set forth in this Section 13.17. Notwithstanding the foregoing, to the extent that all or any portion of the Buyer Guaranteed Obligations are not payable by Buyer in accordance with the terms of this Agreement or pursuant to any other written agreement with Vendor, Buyer Parent shall be similarly relieved of its corresponding obligations under this Section 13.17. Buyer Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 13.17 are knowingly made in contemplation of such benefits.
Buyer Parent. Buyer Parent hereby unconditionally and irrevocably guarantees the full and prompt performance of all obligations of Buyer and each of Buyer Parent’s Affiliates, as applicable, under this Agreement and the Ancillary Agreements.
Buyer Parent. Buyer and each of the Sellers shall, upon request by another Party, cooperate with and furnish to such Party all information concerning itself, its Subsidiaries, general partners, members, directors, officers and unitholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application required to be made by or on behalf of any of Buyer Parent, Buyer, the Sellers, or any of their respective Subsidiaries to any Authority in connection with the Transactions.
Buyer Parent. CCL INDUSTRIES INC. By /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President and Chief Executive Officer PARENT XXXXX XXXXXXXX CORPORATION By /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Chairman, President & CEO
