Examples of Legacy Owners in a sentence
The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”.
In addition, AHC agrees that it shall restate its representations and warranties to the Legacy Owners and Quartz Parent Entities that the applicable statements set forth in this Article II are true and correct as of each of the Phase 2 Closing Date and the Phase 3 Closing Date, except as set forth in the applicable Disclosure Schedule, as may be supplemented or amended prior to the Phase 2 Closing Date and Phase 3 Closing Date, as applicable, pursuant to Section 8.1(a)(iii).
On the date hereof and immediately prior to the Phase 1 Closing, the Legacy Owners are the sole members of QHPC and QHPC is the sole member of QHPM and the membership is free and clear of all pre-emptive rights and other rights to acquire or purchase, except to the extent set forth in the articles of incorporation, bylaws and members agreements of or related to QHPM, as applicable.
All other indemnification payments under Section 10.2 shall be paid by AHC to the Quartz Parent Entities as directed by the Legacy Owners.
AHC hereby represents and warrants to the Legacy Owners and the Quartz Parent Entities that the statements set forth in this Article II are true and correct as of the date hereof and shall be true and correct as of the Phase 1 Closing Date, except as set forth in the applicable Disclosure Schedule, as may be supplemented or amended prior to the Phase 1 Closing Date pursuant to Section 8.1(a)(iii).
The foregoing notwithstanding, this Section 10.8 shall not modify, alter, amend or otherwise affect the indemnification obligations of the Legacy Owners described in Article X of the Prior Exchange Agreements which obligations shall continue pursuant to their terms.
On the date hereof and immediately prior to the Phase 2 Closing, the Legacy Owners are the sole shareholders of QHC and the capital stock is free and clear of all pre-emptive rights and other rights to acquire or purchase, except to the extent set forth in the articles of incorporation, bylaws and shareholders agreements of or related to QHC, as applicable.
Notwithstanding Section 10.3(a) and Section 10.4(a), but subject to Section 10.6(b), the aggregate Liability of the Legacy Owners and the Quartz Parent Entities shall not exceed the Cap.
This ownership level enables the Legacy Owners to prevent our general partner’s removal.
However, when the overall direct and indirect economic interest of the Legacy Owners and their permitted transferees in AAP falls below 40% (calculated as described below), subject to certain time and other limitations, which we refer to as a “trigger date,” our shareholders will have the right to elect certain of our general partner’s directors.