Examples of ARYA Parties in a sentence
As of the date of this Agreement, there is (and since its organization, incorporation or formation, as applicable, there has been) no Proceeding pending or, to ARYA’s knowledge, threatened against or involving any ARYA Party that, if adversely decided or resolved, would be material to the ARYA Parties, taken as a whole.
None of the ARYA Parties nor any of their respective properties or assets is subject to any material Order.
Primary information will be examined through spreadsheet/regression analyses of the Bank’s project portfolio and of survey results that track the current status and recent evolution of the Bank’s procurement policy and processes, to permit the construction of a time-ordered sequence of policy information from existing documentation (such as goals and objectives, advisory support, lending support, and efficiency parameters).
None of the ARYA Parties may rely on the failure of any condition set forth in this Article 6 to be satisfied if such failure was proximately caused by an ARYA Party’s failure to use reasonable best efforts to cause the Closing to occur, as required by Section 5.2, or a breach of this Agreement.
During the period beginning on March 2, 2021 and ending on the date of this Agreement, (a) no ARYA Material Adverse Effect has occurred and (b) except as expressly contemplated by this Agreement, any Ancillary Document or in connection with the transactions contemplated hereby and thereby, the ARYA Parties have conducted their businesses in the ordinary course in all material respects.
As of the date of this Agreement, none of the ARYA Parties nor any of their respective properties or assets is subject to any material Order.
The ARYA Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable, other than de minimis inaccuracies of which the Company does not have knowledge.
Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the ARYA Parties, the ARYA Sponsor, the Perceptive Investor and their respective Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect former, current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities.
The Company prior to the Closing and the Company and the Sponsor after the Closing may (a) extend the time for the performance of any of the obligations or other acts of the ARYA Parties set forth herein, (b) waive any inaccuracies in the representations and warranties of the ARYA Parties set forth herein or (c) waive compliance by the ARYA Parties with any of the agreements or conditions set forth herein.
Without limiting the generality of the foregoing, in no event shall ARYA, any of the ARYA Parties or any of their respective Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent.