Examples of Xxxxxx Ancillary Agreements in a sentence
In order to induce Purchaser and Xxxxxx to enter into this Agreement, the Xxxxxx Ancillary Agreements, and the Purchaser Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, the Seller and each of the Principal Shareholders, jointly and severally, make the representations and warranties set forth below to Purchaser and to Xxxxxx.
Both cases are thus concerned with the interaction between free choice and presuppositions, but in different ways: their cases evidence the ability of free choice to filter presuppositions, while ours its potential to enrich presuppositions.
This Agreement and the Xxxxxx Ancillary Agreements are, or when executed by Xxxxxx will be, valid and binding obligations of Xxxxxx enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.
Xxxxxx and the Purchaser have all requisite right, power and authority to execute, deliver and perform this Agreement, the Xxxxxx Ancillary Agreements, and the Purchaser Ancillary Agreements, as the case may be, and to consummate the transactions contemplated hereby.
Each of Xxxxxx and the Purchaser has all requisite right, corporate power, and corporate authority to execute, deliver, and perform this Agreement, the Xxxxxx Ancillary Agreements, and the Purchaser Ancillary Agreements, as the case may be, and to consummate the transactions contemplated hereby and thereby.
This Agreement, the Exhibits, the Disclosure Statement, the Xxxxxx Disclosure Statement, the Confidentiality Agreement, the Ancillary Documents, the Xxxxxx Ancillary Agreements and any other documents delivered by the parties in connection herewith constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties with respect thereto.
The representations and warranties of Xxxxxx, the Purchaser, and the Sellers set forth in this Agreement, the Sellers' Ancillary Agreements, the Purchaser Ancillary Agreement, and the Xxxxxx Ancillary Agreements shall survive the Closing Date for a period of two (2) years; provided that the representations and warranties set forth in Sections 4.14, 4.26 and 4.30 shall survive the Closing and remain in effect until the expiration of the applicable statute of limitations.
In order to induce Xxxxxx and the Purchaser to enter into this Agreement, the Xxxxxx Ancillary Agreements, and the Purchaser Ancillary Agreements and to consummate the transactions contemplated hereby, the Sellers, jointly and severally, make the representations and warranties set forth below to Xxxxxx and the Purchaser.
Prior to the Effective Time, the Company agrees to provide all assistance reasonably requested by Xxxxxx Trust or Parent with respect to the Rollover upon the terms and conditions set forth in the Equity Commitment Letter and the Xxxxxx Ancillary Agreements.
The execution, delivery and performance of this Agreement and the Xxxxxx Ancillary Agreements has been duly and validly approved and authorized by the Board of Directors and stockholders of Xxxxxx, as required by applicable law and its articles of incorporation and bylaws.