Examples of Sabine Holdings in a sentence
Notwithstanding anything to the contrary in this Section 6.5(b), materials provided to the other party or its outside counsel may be redacted to remove references concerning the valuation of Forest and its Subsidiaries or Sabine Holdings and its Subsidiaries or as necessary to address reasonable privilege concerns.
No Affiliate of Sabine Holdings (other than any of the Sabine Entities) owns or holds any assets or rights constituting or relating to the Sabine Business.
The Sabine Entities have duly performed in all material respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Sabine Holdings, there are no material breaches, violations, collateral deficiencies, requests for collateral or demands for payment (except for ordinary course margin deposit requests), or defaults or allegations or assertions of such by any party thereunder.
Each Contributed Corporation has no liability, whether accrued, contingent, absolute or otherwise, other than liabilities solely arising from its equity interest in Sabine Holdings and ordinary course entity-level liabilities solely relating to its maintenance as a corporation (such as state franchise or minimum taxes).
No CTB Election shall be revoked within five (5) years of the Closing Date, without the prior written consent of New Sabine Holdings (which such consent may be withheld in New Sabine’s sole discretion).
To the Knowledge of New Sabine Holdings, no officer or director of any Sabine Entity is a defendant in any Proceeding in connection with his or her status as an officer or director of any Sabine Entity.
As the transfer of the funding to a third party managing agent (in this case, Haverhill Town Council) was not addressed in Report C253, it is suggested that this situation is regularised through the necessary delegated authority to officers.
At the Effective Time, by virtue of the Forest Merger, the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation and bylaws of Forest Surviving Corporation as of and after the Effective Time (until thereafter amended as provided therein or by applicable Law), except for such changes approved by Forest and New Sabine Holdings (such approval not to be unreasonably withheld, conditioned or delayed).
Notwithstanding anything in this Agreement to the contrary, in no event will New Sabine Holdings be obligated to make or agree to make any Regulatory Divestiture that would reasonably be expected individually or in the aggregate to be material to New Forest and its Subsidiaries, taken as a whole, after consummation of the transactions contemplated by this Agreement.
Subject to Section 1.4(a), at or prior to Closing, Forest will use its reasonable best efforts to cause the officers of the Forest Entities that have been designated in writing by New Sabine Holdings at least three (3) Business Days prior to Closing to resign or be removed from the officer position indicated in such notification.