Examples of Allied Parent in a sentence
The Allied Settlement Statement shall be calculated by the Vendors and certified in writing by the Chief Financial Officer of Allied Parent.
In this regard, Allied Parent agrees that neither it nor its applicable Subsidiaries shall waive any rights they may have under Section 12.5(v) of the SPA.
Allied Parent and the Vendors shall have executed and delivered the Allied Transition Agreement, the Allied Non-Competition Agreement, the Allied Release and the Environmental Permit Direction.
For greater certainty, the Acquired Subsidiaries shall not bear any portion of the Vendors' or Allied Parent's costs and expenses relating to the Acquisition, including the costs and expenses of the Vendors and Allied Parent relating to their counsel, financial advisors and accountants.
Investors shall have delivered to Shareholders and Allied Parent at the Closing the duly executed Escrow Agreement.
This Agreement shall not be assignable by the Company, Allied Parent or Shareholders without the prior written consent of Thayxx XXX on behalf of all Investors.
The Purchaser shall have received an opinion, dated the Closing Date, of Davixx, Xxxx & Xeck, xxunsel to the Vendors, covering the matters set forth in Exhibit B to this Agreement, and an opinion of counsel in the United States as to the corporate existence of LWSI and Allied Parent, the corporate power and capacity of LWSI and Allied Parent to execute and deliver, and to perform its obligations under, this Agreement, and the due authorization and execution of this Agreement by LWSI and Allied Parent.
All Indemnified Costs paid by Shareholders shall be deemed to be a reduction of the Purchase Price paid to Allied Parent by Investors hereunder.
Each of the parties hereto will bear all costs, charges and expenses incurred by such party in connection with this Agreement and the consummation of the Transactions, provided, however, that Shareholders shall bear all costs and expenses of (i) any broker involved in this transaction on behalf of Shareholders, Allied Parent or the Company and (ii) all legal and other expenses of Shareholders, Allied Parent or the Company with respect to this Agreement and the Transactions.
Presented below are Condensed Consolidating Balance Sheets as of December 31, 2006 and 2005 and the related Condensed Consolidating Statements of Operations and Cash Flows for the years ended December 31, 2006, 2005 and 2004 of Allied (Parent), Allied NA (Issuer), the guarantor subsidiaries (Guarantors) and the subsidiaries that are not guarantors (Non-Guarantors).