Pershing Companies definition
Examples of Pershing Companies in a sentence
The parties hereto agree that, in the event any such consent is not obtained prior to Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser and the Pershing Companies in attempting to obtain such consent as promptly thereafter as practicable.
Except as set forth in Section 3.05 of the Disclosure Schedule, none of the Pershing Companies is a participant in any joint venture or similar arrangement.
All of the Insurance Policies are in full force and effect; the Pershing Companies are not in material default thereunder; and all claims thereunder have been filed in due and timely fashion.
Until and unless such consent is obtained, the Seller shall use commercially reasonable efforts to provide the Pershing Companies or the Purchaser with the rights and benefits of the affected lease and, if the Seller provides such rights and benefits, the Pershing Companies or the Purchaser shall assume the obligations and burdens thereunder, all on terms substantially similar to those set forth in such affected lease.
With respect to the Leased Real Property, the Seller will, and will cause its applicable Affiliate to, use its commercially reasonable efforts to obtain such third party consents as are necessary to assign the corresponding lease agreements to the Pershing Companies.
Except as set forth in Section 3.04 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Subsidiaries or obligating the Seller or any of the Pershing Companies to issue or sell any shares of capital stock of, or any other interest in, the Subsidiaries.
Except as set forth in Section 3.16(a) of the Disclosure Schedule, none of the Pershing Companies owns any real property.
Except as listed in Section 3.19(c) of the Disclosure Schedule, there are no pending charges or complaints alleging sexual or other harassment or other discrimination by any of the Pershing Companies or any of their employees or agents pending or, to the knowledge of the Seller, threatened in writing in each case against Seller or the Pershing Companies.
Neither the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and neither the Seller nor any of the Pershing Companies is liable for or bound in any manner by, any express or implied representations, warranties, guaranties, promises or statements pertaining to the Pershing Companies or any of their respective assets or businesses, except as specifically set forth in this Article III.
From and after the Closing Date, the Purchaser shall honor, or shall cause the Pershing Companies to honor, in accordance with their terms, all employment and severance agreements and all severance, incentive and bonus plans as in effect immediately prior to the Closing Date and listed on Section 3.19 of the Disclosure Schedule that are applicable to any current or former employees or directors of the Company (except for the special termination program in connection with the Fall 2002 workforce reduction).