Examples of WCAS Subs in a sentence
For the avoidance of doubt, all Holdings Financing Expenses shall be deemed to be expenses of the WCAS Subs, irrespective of the party incurring such expenses and irrespective of whether or not the Closing occurs.
Notwithstanding any other provision of this Agreement, the WCAS Subs shall have no indemnification obligations under Section 9.4 for any WIN Claim or series of related WIN Claims as to which the aggregate Damages are less than or equal to $50,000 and, further, such WIN Claims shall be disregarded for purposes of calculating the amount by which the WIN Claims exceed the Basket.
The WCAS Subs will at the Closing have sufficient capital to fund any amounts required to be paid hereunder (including applicable expenses).
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From time to time after the date hereof, at the request of the other party hereto and at the expense of the party so requesting, WIN and the WCAS Subs shall execute and deliver to such requesting party such documents, shall file with the appropriate Governmental Entities all documents necessary or appropriate and take such other action as such requesting party may reasonably request in order to consummate the transactions contemplated hereby and by the Ancillary Agreements.
The WCAS Subs shall have received at the Closing the agreements, documents and instruments referred to in Section 1.4 to be delivered to the WCAS Subs by WIN at the Closing.
WIN shall have received Tax-Free Reorganization Ruling, the Tax-Free Debt Exchange Ruling, the Tax-Free Reorganization Opinion and the Tax-Free Debt Exchange Opinion, each in form and substance reasonably satisfactory to WIN, Holdings and the WCAS Subs, and such Tax-Free Reorganization Ruling and Tax-Free Debt Exchange Ruling shall continue to be valid and in full force and effect.
Further, it is expressly agreed that, the WCAS Subs are not purchasing, acquiring or otherwise obtaining any right, title or interest in and to the name “Alltel” or any name confusingly similar thereto or related name any derivation thereof, or, except as provided in the Publishing Agreement or any of the other Ancillary Agreements, any name under which either of the Division Subsidiaries may have been operated prior to the consummation of the merger of Alltel Holding Corp.
Following the date of this Agreement, WIN shall provide Holdings and the WCAS Subs with such information and documentation as may be reasonably requested by Holdings or any WCAS Sub for purposes of effecting the provisions of this Section 6.1.
The WCAS Subs are acquiring the Holdings Shares for investment purposes only and not with any present intention of distributing or selling the Holdings Shares in violation of any federal, state or other United States securities Laws.