Examples of BCP Entities in a sentence
If Xxxxxx Common Stock is to be issued, LWN shall notify BCP within 15 days of the Notification Date of the percentage of the Option Price payable to the BCP Entities to be paid in Xxxxxx Common Stock.
LWN hereby unconditionally and irrevocably guarantees to the BCP Entities and their respective successors, transferees and assigns, the prompt and complete payment and performance by LGII and its successors and assigns when due of the Obligations.
No provision of this Agreement may be amended, modified or waived in whole or in part at any time without an agreement in writing executed by the Altice Entities, the Next Alt Entities, the BCP Entities and the CPPIB Entities.
In any such agreement such Stockholders will be required to make the same representations, warranties and indemnities as the BCP Entities so long as they are made severally and not jointly.
The BCP Entities, as applicable, are acquiring the Shares and the Foreign Shares for their own account, solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of federal Law or any applicable securities Law.
This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon LWN and its successors and assigns, and shall inure to the benefit of the BCP Entities and their respective successors, transferees and assigns, until all the Obligations and the obligations of LWN under this Guarantee shall have been satisfied by payment in full.
There are no (a) outstanding Orders against the BCP Entities or (b) Legal Proceedings pending or, to the knowledge of BCP, threatened against the BCP Entities, in either case that are reasonably likely to materially and adversely affect the ability of BCP to enter into and perform its obligations under this Agreement or consummate the transactions contemplated hereby.
LWN further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the BCP Entities in enforcing any of their rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, LGII or against LWN under this Guarantee.
If the Estimated Working Capital is greater than the Target Working Capital, the cash portion of the Purchase Price set forth in Section 3.1(b)(i) of this Agreement to be paid by the appropriate BCP Entities at Closing shall be increased by the amount of such excess.
Notwithstanding anything in this Agreement to the contrary, none of the Company, the BCP Entities and their respective Affiliates (as determined from and after the Closing Date) shall assume or be deemed to have assumed, any Excluded Liabilities.