Examples of Sealed Air Parties in a sentence
Without prejudice to the principle of joint and several liability set out in section 11.1, any obligation, action, or right which is expressed to be an obligation, action, or right of “the Sealed Air Parties” may be validly satisfied, performed, or (as the case may be) exercised by either of the Sealed Air Parties at the Sealed Air Parties’ discretion.
The execution and delivery by the Sealed Air Parties of this Agreement, and the performance by the Sealed Air Parties of their obligations hereunder, have been duly and validly authorized and all corporate actions required to have been taken by the Seller Group or the Company in connection with the execution and delivery by the Sealed Air Parties of this Agreement have been duly and validly conducted by the time required.
Each of SA and SABV shall be jointly and severally liable for any and all of the (a) representations and warranties made by the Sealed Air Parties, and (b) performance of any covenant, obligations, agreements or indemnification obligations of the Sealed Air Parties under this Agreement.
When duly and validly executed and delivered by the Sealed Air Parties and the Purchaser, this Agreement constitutes a legal, valid, and binding obligation of each of the Sealed Air Parties fully enforceable against each Sealed Air Party in accordance with its terms, except where enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally.
The Purchaser agrees and acknowledges that (in the absence of fraud) it has no rights against and shall not make any claim against any member of the Seller Group (other than the Sealed Air Parties) or any present or former employee, Officer or agent of any member of the Seller Group in connection with this Agreement or its subject matter.
The Sealed Air Parties have delivered to the Purchaser complete and correct copies of all such policies together with all riders and amendments thereto.
Without prejudice to section 3.1, any due diligence review, audit or other investigation or inquiry undertaken or performed by or on behalf of the Purchaser shall not limit, qualify, modify or amend any of the representations and warranties, covenants, obligations, or indemnification obligations of the Sealed Air Parties, made or undertaken pursuant to this Agreement, irrespective of the knowledge and information received (or which should have been received) therefrom by the Purchaser.
Neither the Seller Group nor the Company is under any condition of insolvency, inability to pay debts, or suspension of payment, and, to the Knowledge of the Seller Group, there are no threats that the Seller Group or the Company will be in such position as a result of the execution or performance of this Agreement by the Sealed Air Parties or any other event.
The Sealed Air Parties and the Seller Group shall be entitled to cancel all insurances of the Company which also cover companies within the Seller Group, with effect from the Closing.
If the Purchaser shall release or compromise the liability of either of the Sealed Air Parties under this Agreement the same shall operate as a similar release or compromise in respect of the other Sealed Air Party.