Examples of Apollo Agreement in a sentence
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.
Seller has delivered a true, correct, and complete copy of the Apollo Agreement and the Janssen Agreement to Buyer, together with all exhibits, schedules and other attachments thereto and all amendments and modifications thereto as of the Closing Date.
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.
There is and has been no material breach or default under the Apollo Agreement or Xxxxxxx Agreement either by Seller (or any predecessor thereof) or, to the Knowledge of the Seller, by Xxxxxx or Xxxxxxx (or any predecessor thereof).
Neither this Section 25.15 or anything else contained in this Agreement, nor any action taken by either Party in performance of its obligations hereunder, shall be construed either as evidence of the validity of any claims or remedies by either Party against the other in connection with Section 5.1.2 or 20.17 of the Apollo Agreement or as an admission of the same by either Party.
To the Knowledge of the Seller, no event has occurred and is continuing that would give any party to the Apollo Agreement or the Janssen Agreement a right to terminate the Apollo Agreement or the Janssen Agreement, respectively.
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 Janssen Agreement, as applicable.
Seller has delivered a true, correct, and complete copy of the Apollo Agreement and the Xxxxxxx Agreement to Buyer, together with all exhibits, schedules and other attachments thereto and all amendments and modifications thereto as of the Closing Date.
To the Knowledge of the Seller, no event has occurred and is continuing that would give any party to the Apollo Agreement or the Xxxxxxx Agreement a right to terminate the Apollo Agreement or the Xxxxxxx Agreement, respectively.
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.