Examples of Ancillary Deliveries in a sentence
The execution and delivery by each of the Seller and the Guarantors of this Agreement and the Ancillary Deliveries to which it is or is to be a party, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company or limited partnership (as applicable) action on the part of each of the Seller and the Guarantors, as applicable.
Each of the Seller and the Guarantors has all requisite limited liability company or limited partnership (as applicable) power and authority to enter into and perform its obligations under this Agreement and the Ancillary Deliveries to which it is or is to be a party and to consummate the transactions contemplated hereby and thereby.
The insurance coverage provided by such policies of insurance with respect to events occurring prior to the Closing Date will not in any material respect be affected by, and will not terminate or lapse by reason of, any of the transactions contemplated by this Agreement or any of the Ancillary Deliveries.
The Purchaser has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Ancillary Deliveries to which it is or is to be a party and to consummate the transactions contemplated hereby and thereby.
The Purchaser hereby acknowledges and agrees that, (x) except to the extent specifically set forth in Article III or the Ancillary Deliveries, the Purchaser is purchasing the Transferred Business and Assets on an “as-is, where-is” basis and (y) the representations and warranties of the Seller and the Guarantors contained in Article III of this Agreement and in any Ancillary Deliveries are the only representations and warranties that have been relied upon by the Purchaser.
Each of the Guarantors acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and the Ancillary Deliveries.
There is no Legal Proceeding pending or, to the knowledge of the Purchaser, threatened against or involving the Purchaser which (a) would impact the validity of this Agreement or any other Ancillary Deliveries or (b) seeks to prohibit, enjoin or otherwise challenge the Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Deliveries.
Neither the Seller, the Guarantors nor any of their Affiliates is subject to any Order materially affecting any of the Assets or the Transferred Business or the transactions contemplated hereby or by the Ancillary Deliveries.
The execution and delivery by the Purchaser of this Agreement and the Ancillary Deliveries to which it is or it is to be a party, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Purchaser.
This Agreement (including the Exhibits and Schedules hereto and the certificates, opinions and documents delivered in accordance with the provisions hereof), together with the Ancillary Deliveries and the Xxxxxxxxx Agreement, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, between the parties with respect to the subject matter hereof.