Examples of Sold Entities in a sentence
There are no shareholder resolutions changing the articles of association of the Sold Entities and the JV Majority Participations which have not yet been effectuated and which are not yet reflected in the commercial registers or any other publicly available register under local Law.
The parties hereto agree, and Seller and the Selling Subsidiaries, prior to the Closing, and Buyer, after the Closing, agree to cause the Sold Entities, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement in accordance with the terms hereof.
Purchaser shall ensure that no Purchaser’s Affiliate (including the Sold Entities) and JV Majority Participations will raise any respective claims against Seller and shall indemnify and hold harmless Seller and any Seller’s Affiliates from and against any such claims.
Value for money is the basis for comparing alternatives so that the optimal offer can be selected.
In particular, any claims of the Purchaser or Purchaser’s Affiliates (including the Sold Entities) and JV Majority Participations pursuant to Section 24 para.
Except as disclosed in Schedule 10.11(a) the Sold Entities, the JV Majority Participations and, to the extent relating to the Business, the Asset Selling Affiliates (i) have not received a written notice from any Governmental Authority or to Seller’s Knowledge, any other Person during the twelve (12) months preceding the Signing Date that they are in default under or in violation of applicable Laws and (ii) are and have been in compliance in all material respects with all applicable Laws.
Except as disclosed in Schedule 10.11(b) none of the Sold Entities, the JV Majority Participations or the Asset Selling Affiliates has received or applied for any state aids and subsidies.
In any event, Seller shall reimburse Purchaser, the Sold Entities or the JV Majority Participations for any costs and expenses incurred for defending Purchaser, the Sold Entities or the JV Majority Participations against the Third Party Claim to the extent the underlying Third Party Claim is subject to indemnification by Seller hereunder.
The Sold Entities as well as the Sold JV Entities have the corporate power to own their assets and to operate their respective business as currently conducted.
The individual annual financial statements of the Sold Entities and of TRW Fuji Valves, Inc.