Examples of Legacy Parties in a sentence
All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Legacy Parties or any of their subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Partnership, and shall survive delivery of the Securities to the Underwriters.
This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Legacy Parties and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Legacy Parties and their respective successors and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.
This Agreement has been duly authorized, executed and delivered by each of the Legacy Parties and constitutes the valid and legally binding agreement of each of the Legacy Parties.
Exhibit A hereto contains a true, complete and correct list of all directors and officers of the Legacy Parties.
On each Option Security Delivery Date, the Legacy Parties shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to Option Securities as are required to be delivered on the Initial Delivery Date with respect to the Firm Securities.
Each of the Legacy Parties has been duly formed or organized, as applicable, and is validly existing as a limited partnership or limited liability company, as applicable, in good standing under the laws of the State of Delaware.
The Legacy Parties and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
The Legacy Parties have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 3(a).
The Legacy Parties and their respective affiliates and all persons acting on their behalf (other than the Initial Purchasers, as to whom the Legacy Parties make no representation) have complied with and will comply with the offering restriction requirements of Regulation S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902.