Examples of VCG Parties in a sentence
The representations and warranties of each of the VCG Parties contained in Section 4 shall be true and correct on the Closing Date, and each of the VCG Parties shall have performed on or prior to the Closing Date all obligations to be performed by each of the VCG Parties under this Agreement on or prior to the Closing Date.
The covenants made by each of the VCG Parties in Section 4.5 shall survive beyond the Survival Period in perpetuity.
Each of the VCG Parties hereby confirms that it accepts the assignment by the FMC Parties provided by the Purchase Agreement and the assumption of the duties, obligations and liabilities of the FMC Parties by the Assignee.
Each the VCG Parties shall have delivered to Assignor a certificate, signed by the Secretary thereof, certifying as to (i) its certificate of formation, certificate of trust or other charter document, as applicable, (ii) its limited liability company agreement, trust agreement, bylaws or other organizational documents, as applicable, (iii) resolutions authorizing its performance of the transactions contemplated hereby and (iv) incumbency of certain of its officers, and attaching such documents thereto.
The representations and warranties and covenants of the VCG Parties in Section 4 herein, including without limitation Section 4.5 hereof, and the covenants of the parties in Section 5 herein shall survive the Closing Date and consummation of the transactions described in the Purchase Agreement and in this Agreement to the extent and for the periods set forth in this Agreement.
The VCG Parties shall cause the Assignee to comply with the terms of this Section 7.12 as if Assignee was bound hereby.
Assignee shall not have any obligation whatsoever under this Agreement to indemnify, defend or hold harmless the FMC Parties against any Adverse Consequences resulting from a breach by either of the VCG Parties of any of their respective representations, warranties or covenants contained in Section 4 herein or their respective covenants contained in this Section 5.
Each of the VCG Parties shall have delivered to Assignor a certificate of good standing, certified by the appropriate governmental officer in its jurisdiction of incorporation.