Apollo Agreement definition
Examples of Apollo Agreement in a sentence
Seller has not received any written notice in connection with the Apollo Agreement or the ▇▇▇▇▇▇▇ Agreement challenging the validity, enforceability or interpretation of any provision of such agreement, including the obligation to pay any portion of the Apollo Milestone Payment, Apollo Royalty Payment, or ▇▇▇▇▇▇▇ Milestone Payment.
There is no action, suit, investigation or proceeding pending before any Governmental Entity or, to the Knowledge of the Seller, threatened to which Seller is a party that, individually or in the aggregate would, if determined adversely, reasonably be expected to prevent or adversely affect (i) the ability of Seller to enter into and to perform its obligations under this Agreement, or (ii) Seller’s rights under the Apollo Agreement or ▇▇▇▇▇▇▇ Agreement, as applicable.
The Apollo Agreement and ▇▇▇▇▇▇▇ Agreement are enforceable against Seller and, to the Knowledge of the Seller, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, respectively, in each case in accordance with the Apollo Agreement and ▇▇▇▇▇▇▇ Agreement terms, except as may be limited by applicable Bankruptcy Laws or by general principles of equity (whether considered in a proceeding in equity or at law).
Seller has made available to the Buyer (i) all material written notices since July 29, 2022, from Apollo or any of its Affiliates to Seller (or any of its Affiliates) pursuant to or relating to the Apollo Agreement, and (ii) all material written notices since July 29, 2022, from Seller or any of its Affiliates to Apollo or any of its Affiliates pursuant to or relating to the Apollo Agreement.
To the Knowledge of the Seller, no event has occurred and is continuing that would give any party to the Apollo Agreement or the ▇▇▇▇▇▇▇ Agreement a right to terminate the Apollo Agreement or the ▇▇▇▇▇▇▇ Agreement, respectively.
Other than the New Governance Agreement, this Agreement and the Apollo Agreement, neither the Company nor any Subsidiary of the Company is a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Company Securities or any other agreement relating to the disposition, voting or dividends with respect to any Company Securities.
The Company has provided prior to the execution and delivery of this Agreement a true, complete and correct copy of the Apollo Agreement to the Purchaser.
The Apollo Agreement and ▇▇▇▇▇▇▇ Agreement are valid and binding obligations of Seller.
There is and has been no material breach or default under the Apollo Agreement or ▇▇▇▇▇▇▇ Agreement either by Seller (or any predecessor thereof) or, to the Knowledge of the Seller, by ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ (or any predecessor thereof).
Section 11 of Exhibit L of the Original AA Agreement and Section 10 of Exhibit L of the Apollo Agreement are hereby deleted and of no further force and effect.