TO THE PURCHASERS. The closing opinion of Xxxxxxx and Xxxxxx LLP, special counsel to the Purchasers, called for by Section 4.4 of the Note Purchase Agreement, shall be dated the date of Closing and addressed to each Purchaser, shall be satisfactory in form and substance to each Purchaser and shall be to the effect that:
TO THE PURCHASERS. In case that the put option restricted to one sixth of the limited partner’s interest (partial limited partner’s interest) according to para. 10.5 (at the end) Limited Partnership Agreement is exercised, the provisions of this Agreement relating to the limited partner’s interest of the Seller at 1 shall apply, mutatis mutandis, to the partial limited partner’s interest without the effectiveness of the agreement of purchase and sale pursuant to sentence 1 on the remaining limited partner’s interest being affected.
TO THE PURCHASERS. 2.3 The purchase pursuant to para. 2.1 and para. 2.2 is subject to the condition precedent of effective exercise of a call option, acquisition right, put option or right of first refusal pursuant to Article 10 of the Limited Partnership Agreement.
TO THE PURCHASERS. [TO BE PROVIDED ON A CASE BY CASE BASIS]
TO THE PURCHASERS. The opinion of Xxxxxx Xxxxxx LLP, special counsel to the Purchasers, called for by Section 4.4(d)(ii) of the First Supplement, shall be dated the Closing Date and addressed to the Purchasers, shall be satisfactory in form and substance to the Purchasers and shall be to the effect that:
TO THE PURCHASERS. (b) The maximum number of New Common Units that may be purchased by each Purchaser pursuant to this Subscription Agreement (as hereinafter defined) is set forth opposite the name of such Purchaser on Annex I hereto under the heading "Maximum Number of New Common Units". It is understood that any purchase of New Common Units by each Purchaser on a Closing Date pursuant to this Section 1.01 shall be made pro rata among the Purchasers in proportion to the maximum amounts listed on Annex I hereto.
TO THE PURCHASERS. The closing opinion of Mayer, Brown, Xxxx & Maw LLP, special counsel to the Purchasers, called for by Section 4.4(b) of the Agreement, shall be dated the date of the Closing and addressed to the Purchasers, shall be satisfactory in form and substance to the Purchasers and shall be to the effect that:
TO THE PURCHASERS. (i) their respective Pro Rata Shares of an amount equal to any Purchase Excess to be applied in reduction of Capital Investment;
TO THE PURCHASERS. In the course of its representations to the Purchasers concerning its business, the Company has not omitted any information of which it is aware that is material to its business prospects. No representation or warranty of the Company contained in this Agreement and the exhibits attached hereto, any certificate furnished or to be furnished to Purchasers at the Closing, or the Business Plan (when read together) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. The Business Plan and the financial projections contained in the Business Plan were prepared in good faith; provided, however, that the Company does not represent or warrant that it will achieve such financial projections.
TO THE PURCHASERS. The Seller shall give the Purchasers and all relevant insurers written notice, as promptly as practicable, of loss of or damage to the Collateral and shall promptly file proofs of loss with relevant insurers.
