This Transaction. You have received, at least 10 business days prior to execution of this Agreement and making any payment to us, our current Uniform Franchise Offering Circular for prospective licensees. Neither we nor any person acting on our behalf has made any oral or written representation or promise to you that is not written in this Agreement on which you are relying to enter into this Agreement. You release any claim against us or our agents based on any oral or written representation or promise not stated in this Agreement. You and the persons signing this Agreement for you have full power and authority and have been duly authorized, to enter into and perform or cause performance of your obligations under this Agreement. You have obtained all necessary approvals of your owners, Board of Directors and lenders. Your execution, delivery and performance of this Agreement will not violate, create a default under or breach of any charter, bylaws, agreement or other contract, license, permit, indebtedness, certificate, order, decree or security instrument to which you or any of your principal owners is a party or is subject or to which the Facility is subject. Neither you nor the Facility is the subject of any current or pending merger, sale, dissolution, receivership, bankruptcy, foreclosure, reorganization, insolvency, or similar action or proceeding on the date you execute this Agreement and was not within the three years preceding such date, except as disclosed in the Application. You will submit to us the documents about the Facility, you, your owners and your finances that we request in the License Application (or after our review of your initial submissions) before or within 30 days after you sign this Agreement.
This Transaction. Neither we nor any person acting on our behalf has made any oral or written representation or promise to you that is not written in this Agreement on which you are relying to enter into this Agreement. You release any claim against us or our agents based on any oral or written representation or promise not stated in this Agreement. You and the persons signing this Agreement for you have full power and authority and have been duly authorized, to enter into and perform or cause performance of your obligations under this Agreement. You have obtained all necessary approvals of your owners, Board of Directors and lenders. Your execution, delivery and performance of this Agreement will not violate, create a default under or breach of any charter, bylaws, agreement or other contract, license, permit, indebtedness, certificate, order, decree or security instrument to which you or any of your principal owners is a party or is subject or to which the Facility is subject. Neither you nor the Facility is the subject of any current or pending merger, sale, dissolution, receivership, bankruptcy, foreclosure, reorganization, insolvency, or similar action or proceeding on the date you execute this Agreement and was not within the three years preceding such date, except as disclosed in the Application. You will submit to us the documents about the Facility, you, your owners and your finances that we request in the License Application (or after our review of your initial submissions) before or within 30 days after you sign this Agreement.
This Transaction. 2.1 All of the Original Shareholders of Target Company, Yxxxx Xx and Zxxxxxx Xxx, have agreed that Yxxxx Xx will transfer 81% of the equity interest of Target Company and Zhipeng Zuo will transfer 9% of the equity interest of Target Company to Party A in accordance with the terms and conditions of this Agreement, and Party A has agreed in accordance with the terms and conditions of this Agreement and Target Company’s representations and warranties to accept the transfer of equity interest. Upon the completion of the acquisition, Target Company’s equity structure is as follows:
This Transaction. The Obligation and Guaranties delivered under ---------------- this agreement.
This Transaction. Liens, if any, granted at any time (i) to the Administrative Agent in favor of the LC Issuing Bank and the Lenders to secure all of any part of the Obligations or (ii) for the benefit of any Lender or any of its Affiliates to secure any Company’s obligations under any one or more Hedging Agreements with such Lender or Affiliates in an aggregate amount for all Companies not to exceed $25,000,000 at any time outstanding.
This Transaction. Liens, if any, ever granted to the Administrative Agent in favor of the LC Issuing Bank and the Lenders to secure all of any part of the Obligations.
This Transaction. Lender Liens. ----------------
This Transaction. There are no legal, administrative, arbitration or other proceedings or governmental investigations pending or threatened, against or affecting Company, the Units, the Assets or the Business, which seek to enjoin or rescind the transactions contemplated by this Agreement or otherwise prevent Sellers or Company from complying with the terms and provisions of this Agreement.
This Transaction. There are no legal, administrative, arbitration or other proceedings or governmental investigations pending or, to the best of Buyer’s knowledge, threatened against Buyer which seek to enjoin or rescind the transactions contemplated by this Agreement or otherwise prevent Buyer from complying with the terms and provisions of this Agreement.
This Transaction. The Boards of Directors of MSBC and Ballston, respectively, deem it advisable and in the best interests of MSBC and Ballston and their stockholders that Ballston be acquired by MSBC through a merger of Ballston into MSBC pursuant to this Plan.
