Conveyed Entities definition
Examples of Conveyed Entities in a sentence
To the knowledge of the Shareholders, none of the Conveyed Entities or the Shareholders, nor any of their Affiliates, has taken any action that (without regard to any action taken or agreed to be taken by Republic or any of its Affiliates) would prevent Republic from accounting for the transactions contemplated hereby as pooling of interests business combinations.
Each of the Conveyed Entities is duly qualified to do business in each jurisdiction where the nature of its business or properties makes such qualification necessary, except in jurisdictions where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
None of the representations and warranties of Republic, the Republic Subsidiaries, the Conveyed Entities or the Shareholders contained in this Agreement shall survive the Closing Date except that (a) the representations and warranties contained in Sections 4.3 and 5.9 shall have no expiration date and (b) the representations and warranties contained in Sections 4.16(c) and 5.11 shall terminate on the first anniversary of the Closing Date.
Such organizational documents are in full force and effect, as of the date hereof, and none of the Conveyed Entities nor any of their Subsidiaries is, or will be, in violation, in any material respect, of any provision of such organizational documents as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
The Conveyed Entities and the Shareholders shall have furnished Republic and the Republic Subsidiaries with a certificate of the Shareholders, dated the Closing Date, to the effect that the conditions set forth in Sections 7.2(a), (b) and (c) have been satisfied.