Examples of Trican Parent in a sentence
Trican shall cause, and shall cause Trican Parent to cause, any lender or financing source holding any pledge or other similar encumbrance over any of Trican’s or Trican Parent’s direct or indirect equity interests in the Company to acknowledge the terms of this Section 3.2(c)(iv).
If any Person determines that funds previously paid or credited to Trican Parent, the Seller Companies or any of their Affiliates in respect of services rendered prior to the Closing Date have resulted in an overpayment or must be repaid, then Trican Parent shall be responsible for the repayment of such monies (and the defense of such actions).
Each of Trican Parent and the Seller Companies has all required corporate, limited partnership or similar power, as applicable, and authority to own, lease, or otherwise hold the Purchased Assets and to carry on the Business as presently conducted, to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party.
As of the date hereof, there are no side letters or other written agreements or arrangements, relating (directly or indirectly) to the Financing or the Financing Commitments to which Xxxxx Parent or any of its Affiliates is a party, other than the Debt Financing Fee Letter (a customarily redacted copy of which has been provided to Trican Parent).
The board of directors of Trican Parent has received an oral opinion (to be confirmed in writing) from RBC Dominion Securities Inc., to the effect that, as of the date of this Agreement and subject to the assumptions made, information reviewed, procedures followed, matters considered and limitations and qualifications on the review undertaken, the consideration under the Transaction is fair, from a financial point of view, to Trican Parent.
If the Buyer Companies suffer any deduction to or offset against amounts due to them of funds previously paid or credited to any of the Seller Companies in respect of the services rendered prior to the Closing Date, then unless such amounts were accounted for in the calculation of Final Net Working Capital, Trican Parent shall immediately pay to the Buyer Companies the amounts so billed or offset upon written demand.
If Trican Parent is entitled to terminate this Agreement in circumstances where both the Tier One Termination Fee and the Tier Two Termination Fee would be payable, only the Tier Two Termination Fee will be payable by Xxxxx Parent to the Seller Companies.
The copies of the organizational documents of each of Trican Parent and the Seller Companies that have been furnished to Buyer by the Seller Companies prior to the date hereof are correct and complete as of the date hereof.
Trican Parent and the Seller Companies agree to retain all books and records with respect to Tax matters pertinent to the Purchased Assets relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the respective taxable periods and to abide by all record retention agreements entered into with any Governmental Authority.
Trican Parent shall, and shall cause its Affiliates to, remit to Xxxxx Parent, with reasonable promptness, and no later than five Business Days after receipt thereof, any monies or other assets received by the Seller Companies, Trican Parent or any of their Affiliates constituting a Purchased Asset or which accrued to the Business after the Closing.