New Talisman definition
Examples of New Talisman in a sentence
The representations and warranties made by Talisman and/or New Talisman in Section 6 shall have been true and correct when made, and shall be true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date.
New Talisman shall provide all information as reasonably necessary for ebank to respond to all such requests.
New Talisman will deliver, at the Closing, to ebank New Talisman's balance sheet (the "Balance Sheet") as of the date of the Closing.
As of the Closing, except to the extent reflected in or reserved against in the Balance Sheet, New Talisman will have no material liabilities or obligations of any nature, whether absolute, accrued, contingent, or otherwise, and whether due or to become due.
This representation shall be made solely as to New Talisman following its formation pursuant to Section 3.6.
There will be no basis for any assertion against New Talisman of any material liability or obligation as of the Closing that is not fully reflected or reserved against in the Balance Sheet.
All covenants, agreements, and conditions contained in the Transaction Documents to be performed by Talisman or New Talisman on or prior to the Closing Date shall have been performed or complied with.
At the Closing, Talisman and ebank shall enter into an amendment to the Talisman (or New Talisman) Shareholder Agreement substantially in the form attached as Exhibit B (the "Talisman Investor Rights Agreement").
New Talisman as of the Closing will not be a party to any material oral contracts, letters of intent, or other binding commitments.
Schedule 6.12 hereto lists (or prior to the Closing will list) all material contracts, leases, letters of intent and commitments to which Talisman is a party or to which its assets are bound, and which will be assigned to New Talisman, including but not limited to those that involve the payment or receipt of more than $50,000, and true and complete copies of such contracts have been furnished to ebank.