Buyer Parent Sample Clauses

Buyer Parent. 1.0 (Intro) 17. Buyer Parent Common Stock .............................................

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. CCL INDUSTRIES INC. XXXXX XXXXXXXX CORPORATION

Buyer Parent. Seller and each Seller Entity shall cooperate with each other and use their reasonable best efforts to obtain any necessary novation agreements of (a) any Government Contracts between Seller or any Seller Entity and a Governmental Authority which require novation under any Legal Requirements, (b) all Government Contracts which have not been novated to Seller or a Seller Entity but which are being performed by the Business and have been or will be assigned to a Seller Entity pursuant to the Contribution Agreement and (c) any other contracts requiring novation. With respect to Government Contracts which have not been novated to Seller or a Seller Entity and which require novation, Parent, Seller and each Seller Entity shall obtain, or shall seek permission for Buyer to obtain, such records and documentation as may be necessary, in Buyer's reasonable judgment, to perform through its direct or indirect wholly-owned subsidiaries under such Government Contracts.

Buyer Parent. Buyer and their respective Affiliates shall (and Buyer Parent shall cause Buyer and their respective Affiliates to) operate their respective businesses (including the operation, management, maintenance and leasing of Designated Towers and any Swapped-in Towers) in all material respects in the ordinary course of business;

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. Retail Facilities Parent owns 100% of the equity ownership interests in Buyer.

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 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.