Prior Transaction Documents Sample Clauses

Prior Transaction Documents. (a) The Acquired Companies have furnished to the Purchaser true, complete and correct copies of the Prior Purchase Agreement, the Prior Escrow Agreement, the Prior R&W Policy and each of the agreements, certificates, leases and other instruments contemplated thereunder, including any modifications, amendments and supplements thereto (collectively the “Prior Transaction Documents”). Each of the Prior Transaction Documents is in full force and effect in accordance with the terms thereof and is legal, valid, binding on and enforceable against each party thereto. None of the parties to the Prior Transaction Documents is in breach of, or default under, any such Prior Transaction Document, and no event has occurred that with or without notice, lapse of time or both would constitute such a breach or default thereunder by any other party thereto, or cause or permit the termination, modification or acceleration of any obligation thereunder. Each party to the Prior Transaction Documents has performed all obligations under the Prior Transaction Documents required to be performed and no facts exist which would render any such performance unlikely. (b) As of the date hereof, the Secondary Purchase Price (as defined in the Prior Purchase Agreement) has been finally determined in accordance with the terms of the Prior Purchase Agreement and the Adjustment Escrow Funds (as defined in the Prior Escrow Agreement) have been released in accordance with the terms of the Prior Purchase Agreement and the Prior Escrow Agreement and none of the Aggregator, Xxxxx Holdings or the other parties to the Prior Purchase Agreement have any further rights or obligations with respect to the Secondary Purchase Price or the Adjustment Escrow Funds. (c) As of the date hereof, no Third Party Demands (as defined in the Prior R&W Policy), Preliminary Notices (as defined in the Prior R&W Policy), Claim Notices (as defined in the Prior R&W Policy), Joint Written Instructions (as defined in the Prior Escrow Agreement), Final Determinations (as defined in the Prior Escrow Agreement), Third Party Claim Notices (as defined in the Prior Purchase Agreement), Claim Notices (as defined in the Prior Purchase Agreement) or other claims, Actions, charges, grievances or causes of action of any kind have been filed, delivered or claimed, or are pending or threatened, in respect of Losses (as defined in the Prior R&W Policy) or Liabilities (as defined in the Prior Purchase Agreement), and there are no events, ci...