Recent Acquisitions. The term "Recent Acquisitions" shall mean the acquisitions by Vision 21 of third parties which were completed in December 1996, March 1997, May 1997 and June 1997.
Recent Acquisitions. Neither the Seller nor any of its subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise and whether due or to become due) arising out of or relating to any acquisition which has not been adequately provided for, reflected or disclosed in the Seller Reports or the Seller Balance Sheet.
Recent Acquisitions. Except (i) as set forth Section 4.27 of the Seller Disclosure Schedule and (ii) for the obligation to (x) maintain directors and officers liability insurance policies for the benefit of certain officers and directors of entities which either the Seller or a subsidiary has acquired (whether by merger, stock acquisition, acquisition of assets or otherwise), and (y) indemnify such parties for certain liabilities arising in connection with their service as officers or directors of such entities, neither the Seller nor any of its subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise and whether or due or to become due) arising out of or relating to any such acquisition which has not been adequately provided for, reflected or disclosed in the SEC Reports or the Seller Balance Sheet.
Recent Acquisitions. Except as set forth in Section 4.25 of the -------------------- Seller Disclosure Schedule, neither the Seller nor any of its subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise and whether due or to become due) arising out of or relating to any acquisition which has not been adequately provided for, reflected or disclosed in the Seller Reports or the Seller Balance Sheet.
Recent Acquisitions. The FCA Tender Offer (as such term is defined in the Prospectus) has been consummated, and, as a result, the Company, directly or indirectly, owns or controls at least two-thirds of the issued and outstanding capital stock of FCA free and clear of any security interest, mortgage, pledge, lien, encumbrance or to the best of the Company's or any of the Significant Selling Shareholder's knowledge, any pending or threatened claim. The agreements necessary to effect the acquisitions of FCA, MedSource, and each other company included in the Company's pro forma balance sheet included in the Prospectus and Registration Statement have been duly authorized, executed and delivered by each of the parties thereto and constitute the valid, legal and binding agreements of each such party. Any certificate signed by an officer of the Company and delivered to the Underwriters or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein.
Recent Acquisitions. As of the Closing Date, Seller shall own 100% of the membership interests of First Community Care, L.L.C. ("FCC-LLC"). Prior to the date hereof, North Country Medical Supply, Inc. ("NORTH COUNTRY") was merged with and into the Seller. Both FCC-LCC and North Country are free of all liens, claims and encumbrances and shall have been fully paid for prior to the date hereof.
Recent Acquisitions. Since April 1, 2005, the Entities have acquired rights to each of the Titles listed on Schedule 4.21 hereto (each, a “Recent Acquisition”). In respect of each Recent Acquisition, Schedule 4.21 indicates the total Title Purchase Price payable in respect of such Recent Acquisition, and the portion of the Title Purchase Price paid as of October 31, 2006 together with the amount of any out-of-pocket, verifiable, distribution expenses actually expended by the applicable Entity in connection with the distribution of such Recent Acquisition that as of October 31, 2006 have not been fully recouped by the Vendors (the “Vendors’ Unrecouped Amount”) pursuant to the terms of the applicable Rights Agreement. The Purchaser undertakes and agrees to pay the Vendors such Vendors’ Unrecouped Amounts pursuant to the terms of Section 9.1 of this Agreement.
Recent Acquisitions. In respect of each of the Recent Acquisitions, the Vendors’ Unrecouped Amount and the Vendor to whom it is owed is set out on Schedule 4.21.
Recent Acquisitions. With respect to each Recent Acquisition, the Purchaser agrees that it shall, following Closing,
(a) pay to the licensor of such Recent Acquisition any portion of the Title Purchase Price owing and payable after the Closing Date, pursuant to the terms of the Rights Agreement governing such Recent Acquisition including, without limitation, for the sake of clarity, the entire Title Purchase Price for the Titles “Florentine”, “To Walk With Lions” and “No Witness”; and
(b) with respect to any Accounts Receivable paid to the Purchaser in respect of such Recent Acquisition, deduct and retain from such Account Receivable the applicable distribution fee. With respect to the balance of such Account Receivable, such amount shall be shared among the Purchaser and the applicable Vendor in order for the Purchaser to recoup the Purchaser Unrecouped Amount and the Vendor to recoup the Vendor Unrecouped Amount in respect of such Recent Acquisition on a pro rata, pari passu basis.
Recent Acquisitions. (i) The acquisitions by the Company of Golden Carriage International Limited, Century Port Limited, Peak Win Limited, Aim Sky International Limited and Goldwhite Limited, each a company incorporated in the British Virgin Islands, the related asset transfers to the Company or other relevant Group Entities (together with the acquisitions and the asset transfers, the “Acquisitions”) contemplated by the acquisition agreements listed on Schedule I hereto in connection therewith (collectively, the “Acquisition Agreements”) have been carried out and completed in compliance with all applicable PRC laws, rules and regulations;
(ii) The execution and delivery by each of the Company and other relevant Group Entities of each of the Acquisition Agreements to which it is a party, the performance by each of the Company and other relevant Group Entities of its obligations under each of the Acquisition Agreements to which it is a party and the consummation by each of the Company and other relevant Group Entities of the Acquisitions do and will not: (A) result in any violation of the provisions of the articles of association, the business license and other constituent documents of other relevant Group Entities; (B) result in any violation of any laws, rules or regulations of the PRC; or (C) to the best of our knowledge after due inquiry, result in a breach or violation of or constitute a default under arbitration award or judgment, order or decree of any court of the PRC having jurisdiction over each of the Company or other relevant Group Entities, or any agreement or instrument governed by the laws of the PRC to which it is a party or which is binding on it or any of its properties or assets or to which any of its properties or assets is subject;
(iii) All Governmental Authorizations required under the PRC laws in connection with the Acquisitions have been duly granted, made or unconditionally obtained in writing and are in full force and effect, and no such Governmental Authorization has been withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed; and
(iv) To our best knowledge after due inquriry, none of the Acquisitions or the Acquisition Agreements has been challenged by any Governmental Agency in the PRC, and there are no legal, arbitral, governmental or other proceedings (including, without limitation, governmental investigations or inquiries) pending before or threatened or contemplated by any Governmental Agency in t...
