Examples of Archstone Entities in a sentence
In connection with the due diligence investigation of the Archstone Entities by Buyer, Buyer has received and may continue to receive from Sellers certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Archstone Entities and their business and operations.
Each of Sellers acknowledges and agrees that, as of the date of this Agreement, (a) the Archstone Entities have suffered Losses in connection with the Acquisition Litigation, including legal fees and related expenses, and (b) Sellers shall be responsible for indemnifying and holding harmless the Buyer Indemnified Parties in accordance with Section 12.2.2 solely for Losses incurred from and after September 30, 2011.
In calculating the amount of any Losses payable under this Article 12, there shall be deducted from any such Losses payable to the Indemnified Party an amount equal to any payment received from a third party (including an insurer) by such Indemnified Party in respect of any such Loss (or by an Archstone Entity, in respect of any Losses by the Archstone Entities for which the Indemnified Party is indemnified).
Contractor’s failure to give written notice prior to commencement constitutes an agreement by the Contractor that it will receive no extra compensation for the disputed Work.
There has not been any capital call or similar call for contributions from such Seller with respect to any of the Primary Archstone Entities that has not been fully paid and satisfied by such Seller.
Nothing in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operations of the Archstone Entities or the Joint Ventures prior to the Closing Date.
At Closing, Buyer or Buyer Designee will acquire from such Seller full legal and beneficial ownership of and good and valid title to the Purchased Interests set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of all Liens, other than restrictions on transfer by Buyer imposed under applicable securities Laws, the Voting Agreement, the Bridge Equity Providers Agreement and the Organizational Documents of the Primary Archstone Entities.
Xxxx 400 Xxxxx Xxxxxx, Xxxxx 000 Xxxxx, XX 00000 or to such other persons or addresses as may be designated in writing by the party to receive such notice.
The Archstone Entities do not have any Liabilities, except for (a) Liabilities reflected, disclosed in the notes, or reserved against in any of the Financial Statements; (b) Liabilities incurred since September 30, 2011 in the Ordinary Course of Business; (c) other Liabilities which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (d) Liabilities described in Section 5.6 of the Disclosure Schedules.
Buyer shall, and shall cause each of the other Buyer Indemnified Parties to, use its Commercially Reasonable Efforts to cause the Archstone Entities not to enter into any settlement, compromise or discharge of any claims relating to the Acquisition Litigation without the prior written consent of the Sellers with respect to which Buyer or any Buyer Indemnified Parties intend to seek indemnification under Section 12.2.2.