Examples of MGM Entities in a sentence
Except for the provisions of (a) ARTICLE VIII with respect to Indemnified Parties, and (b) Section 11.14, this Agreement is for the sole benefit of the Parties, Parent (as an intended third party beneficiary of the MGM Entities) and their permitted assigns and nothing herein expressed or implied shall give or be construed to give any Person, other than the Parties, Parent (as an intended third party beneficiary of the MGM Entities) and such assigns, any legal or equitable rights hereunder.
Except as disclosed in Section 4.21 of the Seller Disclosure Schedule, no broker, financial advisor or finder is entitled to any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the MGM Entities or their respective Affiliates.
Except as already obtained as of the date hereof, no entity act or proceeding on the part of the MGM Entities or their respective stockholders or members will be necessary to authorize, execute, deliver and perform this Agreement (and all related documents) and consummate the transactions contemplated by this Agreement (and all related documents).
Purchaser, on behalf of itself and each of its Affiliates acknowledges that the MGM Entities make no representation or warranty with respect to any projections, budgets, or estimates delivered or made available to Purchaser, or its Affiliates of future revenues, future results of operations (or any component thereof) of the business or future business of the Company or the Convenience Store.
Neither the Company nor PRMA has received any written notice or, to the knowledge of the MGM Entities, any oral or other notice from any Person alleging that the Company or the Convenience Store is not in such compliance, and the MGM Entities are not aware of any such non-compliance, and there are no present actions, activities, circumstances, conditions, events or incidents that may prevent or interfere with such compliance.
To the knowledge of the MGM Entities, there are no hidden or latent defects that would not be found or disclosed on inspection of the Real Property and the Improvements.
The execution and delivery of this Agreement (and all related documents) by the MGM Entities and the performance by the MGM Entities of the transactions that are contemplated by this Agreement (and all related documents) have been duly authorized by all necessary entity action on the part of the MGM Entities, respectively.
Purchaser acknowledges that the only representations and warranties of the MGM Entities are those set forth in this Agreement.
The foregoing shall be Purchaser’s sole and exclusive remedy in the event of any failure of the MGM Entities to consummate the transactions contemplated hereby.
Without limiting the generality of the foregoing, neither the Company nor, to the knowledge of the MGM Entities, any of its directors, managers, officers, employees, members, or stockholders, has made any payments to any Person in connection with its business, which payments violate applicable Law, including, without limitation, the Foreign Corrupt Practices Act.