Consummation of PCC Acquisition. The Parent has delivered to the Agents complete and correct copies of the PCC Acquisition Documents, including all schedules and exhibits thereto. The PCC Acquisition Documents, taken as a whole, set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the PCC Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each PCC Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the PCC Acquisition Agreement have been fulfilled or waived (with the prior written consent of the Agents to the extent such waiver is adverse to the interests of the Agents and the Lenders), no PCC Acquisition Document has been amended or otherwise modified in a manner adverse to the interests of the Agents and the Lenders without the prior written consent of the Agents, and there has been no breach of any material term or condition of any PCC Acquisition Document.
Appears in 3 contracts
Samples: Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc)
Consummation of PCC Acquisition. The Parent has delivered to the Agents complete and correct copies of the PCC Acquisition Documents, including all schedules and exhibits thereto. The PCC Acquisition Documents, taken as a whole, set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the PCC Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each PCC Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the PCC Acquisition Agreement have been fulfilled or waived (with the prior written consent of the Agents to the extent such waiver is adverse to the interests of the Agents and the Lenders), no PCC Acquisition Document has been amended or otherwise modified in a manner adverse to the interests of the Agents and the Lenders without the prior written consent of the Agents, and there has been no breach of any material term or condition of any PCC Acquisition Document. .
Appears in 1 contract