Buyer Ancillary Document definition
Examples of Buyer Ancillary Document in a sentence
Inaccuracy in any material respect at the time made or deemed to be made of any representation, warranty, certification, or other statement made herein or in any Buyer Ancillary Document, in the case of Buyer, or Seller Ancillary Documents, in the case of Seller, which representation, warranty, certification or other statement is not cured within thirty (30) days after receipt of notice thereof.
Buyer’s execution and delivery of this Agreement and each Buyer Ancillary Document, the performance by Buyer of its obligations under it and Buyer’s consummation of the contemplated transactions have been duly authorized by all requisite corporate action by Buyer.
Subject to Section 6.3 and Section 9.2, the Buyers shall, jointly and severally, hold harmless, indemnify and defend Seller from and against any Loss resulting from breaches of any or all of the Buyers’ representations, warranties and covenants in this Agreement or in any Buyer Ancillary Document, excluding the Amended and Restated Master Agreement, the Amended and Restated Management Agreements and the Amended and Restated MPA.
Except as expressly set forth in this Article 5, the certificate to be delivered pursuant to Section 7.1(c) or in any Buyer Ancillary Document, Buyer makes no representation or warranty of any kind, nature or description, express or implied, in connection with the transactions contemplated hereby.
The representations and warranties of Buyer set forth in this Article 5, the certificate to be delivered pursuant to Section 7.1(c) or in any Buyer Ancillary Document are the only representations and warranties of or on behalf of Buyer with respect to the subject matter of this Agreement or any Buyer Ancillary Document or the transactions contemplated hereby or thereby.
The execution, delivery and performance of this Agreement and each Buyer Ancillary Document and the consummation of the transactions contemplated by this Agreement and the Buyer Ancillary Documents have been duly authorized by all necessary corporate action on the part of the Buyers.
When executed and delivered by each of the Buyer Entities party thereto, each Buyer Ancillary Document will constitute a valid and binding obligation of such Buyer Entity, enforceable against such Buyer Entity in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.
Buyer has all necessary corporate power and authority to enter into this Agreement and each Buyer Ancillary Document, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement.
There is no Action pending or, to Buyer’s knowledge, threatened against or affecting Buyer which would reasonably be expected to, individually or in the aggregate, prevent or materially delay or impair or otherwise materially and adversely affect Buyer’s ability to perform its obligations under this Agreement or any Buyer Ancillary Document or otherwise materially impede, prevent or delay the consummation of the transactions contemplated by this Agreement or the Buyer Ancillary Documents.
No representation or warranty made herein by the Buyer or Holdings, nor in any statement, certificate or instrument to be furnished to the Sellers by the Buyer or Holdings pursuant to any Buyer Ancillary Document or Holdings Ancillary Document contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements and information contained herein or therein not misleading.