UK Subsidiary. Vertex Pharmaceuticals (Europe) Ltd. (the “UK Subsidiary”) has been in continuous existence since it was incorporated except where the failure to be in continuous existence could not reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has instituted a proceeding for the liquidation or winding up of the UK Subsidiary and to the Company’s knowledge, no other person has instituted a proceeding for the liquidation or winding up of the UK Subsidiary.
UK Subsidiary. Permit Precision UK to maintain cash exceeding £1,500,000 or non-cash assets exceeding a book value of $50,000 at any time.
3) Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Each Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.
4) Each Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct in all material respects as of the date of this Amendment (except that any representations and warranties that expressly refer to an earlier date shall be true and correct in all material respects as of such date, and except for representations and warranties that by their terms include a materiality qualification, which shall be true and correct in all respects).
5) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
6) As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:
a) this Amendment, duly executed by each Borrower;
b) payment for all Bank Expenses incurred through the date of this Amendment, including Bank’s expenses for the documentation of this Amendment and any UCC, good standing or intellectual property search or filing fees, which may be debited from any of Borrower’s accounts; and
c) such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate.
UK Subsidiary. According to the records of Companies House (the registry for companies incorporated in England and Wales) as of February 11, 2008, Vertex Pharmaceuticals (Europe) Ltd. has been in continuous existence since it was incorporated and there are no documents in the public file in England and Wales showing the institution of proceedings for the liquidation or winding up of this subsidiary.
UK Subsidiary. Permit Precision UK to maintain cash exceeding $150,000 or non- cash assets exceeding a book value of $50,000 at any time.
3) Bank’s notice addresses in Article 10 of the Agreement are hereby amended and restated, as follows: If to Bank: Pacific Western Bank 000 Xxxxxxxxx Xxxxxx, Suite 240 Durham, North Carolina 27701 Attn: Loan Operations Manager FAX: (000) 000-0000 Email: xxxxxxxxxxx@xxxxxxx.xxx with a Copy to: Pacific Western Bank 000 Xxxxxx Xxxxxx, Suite 250 Boston, Massachusetts 02110 Attn: Xxxxx Xxxxxx Email: xxxxxxx@xxxxxxx.xxx
4) Subsection (d) of the defined term “Permitted Investment” in Exhibit A to the Agreement is hereby amended and restated, as follows:
UK Subsidiary. On the Closing Date the Company shall deliver written resolutions of the board of directors of the United Kingdom Subsidiary, in the form attached here to as Exhibit J.
UK Subsidiary. Seller agrees that Purchaser may elect, in its sole discretion, to have Seller transfer the assets and employees of Calumet Coach (respectively, the "Calumet Coach Assets" and the "Calumet Coach Employees") directly to an English company that is directly or indirectly wholly owned by Purchaser (the "UK Subsidiary"). Seller agrees to execute such documents and take such further actions as are reasonably necessary and consistent with the terms and provisions of this Agreement in order to effect the transfer of the Calumet Coach Assets and the Calumet Coach Employees to the UK Subsidiary.
UK Subsidiary. Ambion (UK) Limited is a dormant company with no assets or business operations whatsoever.
UK Subsidiary. The Company shall deliver the statutory books of its United Kingdom Subsidiary complete and accurate up to the Closing Date and any company seals, certificates of incorporation, certificates of incorporation on change of name and all unused share certificates of its United Kingdom Subsidiary and all cheque books of the Subsidiary and will request from Square 1 Bank in writing the original share certificate of the United Kingdom Subsidiary in the name of the Company to be delivered to Parent.
UK Subsidiary. The UK Sub formed pursuant to Section 10.14 is duly organized, validly existing and in good standing under the laws of the United Kingdom. The UK Sub has no obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing, including taxes with respect to or based upon transactions or events occurring on or before the Closing, except as reflected on the balance sheet attached hereto.
(f) Section 6.03 of the Stock Purchase Agreement shall be amended in its entirety to read as follows:
UK Subsidiary. The UK Subsidiary is in the process of being liquidated and (i) does not conduct any activities which are material to the operation of the business of Borrower or own any material amount of assets or own any assets which are material to the operation of the business (other than assets to be transferred to Borrower upon liquidation), and (ii) is not obligated in respect of any Indebtedness.