Examples of Alter Entities in a sentence
Representations and Warranties of the Alter Entities, Management, Management Sub, Lessee and Biedxxxxx...................................
The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by any of Lessee, Management, Management Sub, the Alter Entities or Xxxxxxxxx in accordance with their specific terms or were otherwise breached.
In addition, each of Lessee, Management, Management Sub, the Alter Entities and Xxxxxxxxx (a) consents to submit itself (without making such submission exclusive) to the personal jurisdiction of any federal court located in Delaware or Chancery Court located in Delaware in the event any dispute arises out of this Agreement or any of the Transactions and (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court.
The Alter Entities are acquiring their interests in SHP for their own account for investment, without a view to, or for a resale in connection with, the distribution thereof in violation of U.S. Federal or state or applicable foreign securities laws and with no present intention of distributing or reselling any part thereof.
Each of the Westxxxxx Xxxities and the Alter Entities shall have complied in all material respects with each covenant contained in this Agreement to be performed by it or him on or prior to the Closing; and Biedxxxxx xxxll have received from each of the Westxxxxx Xxxities and the Alter Entities a certificate to such effect dated as of the Closing Date and signed by an officer thereof in the case of the Westxxxxx Xxxities and by Alter in the case of the Alter Entities.
To the extent the Merger Agreement Payment is not sufficient to pay all the Expenses incurred by the parties hereto, Westxxxxx XXX and its Affiliates, on the one hand, and Alter and his Affiliates, on the other hand, shall receive a pro rata portion of the Merger Agreement Payment based on the 53 49 actual Expenses incurred by the Westxxxxx Xxxities and the Alter Entities, respectively.
In the event the death or incapacity of Alter delays the consummation of the Transactions, Lessee and the other parties hereto agree that, in lieu of the contributions of Lessee Stock to SHP contemplated by Section 2.1, Lessee shall transfer all of its assets and liabilities to SHP at the Closing in exchange for the consideration contemplated to be received by the Alter Entities and Biedxxxxx xx exchange for Lessee Stock pursuant to Section 2.1.
To the extent the Merger Agreement Payment is not sufficient to pay all the Expenses incurred by the parties hereto, Xxxxxxxxx LLC and its Affiliates, on the one hand, and Alter and his Affiliates, on the other hand, shall receive a pro rata portion of the Merger Agreement Payment based on the actual Expenses incurred by the Xxxxxxxxx Entities and the Alter Entities, respectively.
In addition, each of Lessee, Management, Management Sub, the Alter Entities and Biedxxxxx (x) consents to submit itself (without making such submission exclusive) to the personal jurisdiction of any federal court located in Delaware or Chancery Court located in Delaware in the event any dispute arises out of this Agreement or any of the Transactions and (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court.
It is accordingly agreed that the Xxxxxxxxx Entities and SHP shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by any of Lessee, Management, Management Sub, the Alter Entities or Xxxxxxxxx and to enforce specifically the terms and provisions of this Agreement in any federal court located in Delaware or in Chancery Court in Delaware, this being in addition to any other remedy to which Xxxxxxxxx Entities or SHP is entitled at law or in equity.