Par Parties definition
Examples of Par Parties in a sentence
The Par 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 charges, accruals and reserves on the books of the Par Parties in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.
The Par Parties and their subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person or in any country or territory that is the subject or target of Sanctions.
The Par Parties hereby expressly acknowledge that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each offering memorandum, amendment or supplement referred to in this Section 3.
Except as disclosed in the Offering Memorandum, no labor dispute with the employees of the Par Parties or any of their subsidiaries exists or, to the knowledge of the Par Entities, is imminent, which, in either case, would reasonably be expected to result in a Material Adverse Change or have an adverse effect on the ability of the Par Entities to consummate the transactions contemplated by this Agreement.
The Par Parties and their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.
The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Par Parties may otherwise have.
The Par Parties and their subsidiaries carry or are entitled to the benefits of insurance, with insurers of recognized financial responsibility, in such amounts and covering such risks as the Par Parties reasonably believe are adequate for the conduct of their and their subsidiaries’ business and customary for the business in which they and their subsidiaries are engaged, and all such insurance is in full force and effect.
Neither the Par Parties nor any of their subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change.
There are no outstanding loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Par Parties or any affiliate of a Par Party to or for the benefit of any of the officers or directors of a Par Party or any affiliate of a Par Party or any of their respective family members.