AHC Sample Clauses

AHC. At the Closing, the AHC Exchange Entities will have good and marketable title to the AHC Transferred Tenancy-in-Common Interests and AHC will have good and marketable title to the Other AHC Rights, free and clear of all liens, encumbrances, charges and other claims (except those in favor of ALE) but subject in each case to the applicable Liens and Lease. AHC has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed by AHC and ALS-NY and constitutes a valid and legally binding obligation of AHC and ALS-NY, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). AHC hereby represents and warrants that, in its opinion, the AHC Transferred Tenancy-in-Common Interests and the Other AHC Rights have a fair market aggregate value as described in Column 1 in Exhibit 7 that is reasonably equivalent to the fair market aggregate value of the ALE Transferred Tenancy-in-Common Interests and the Other ALE Rights, and constitute fair and adequate consideration for the ALE Transferred Tenancy-in-Common Interest, the Additional Cash Consideration and the Other ALE Rights, as described in Column 2 in Exhibit 7. AHC agrees to indemnify and hold harmless ALE and ALE's Affiliates from and against any liability, cost, damage or expense that may arise (a) from any breach or default on the part AHC in respect of its representations, warranties, covenants or agreements made in or pursuant to this Agreement and (b) from any unsuccessful challenge to the validity, sustainability or enforceability of this Agreement or the transactions contemplated hereby by AHC as debtor in possession or any trustee appointed in any bankruptcy case involving its property. Notwithstanding the foregoing, AHC shall in no event have any obligation to ALE for any expenses or costs that are incurred by ALE arising from ALE's defense of its position in respect of the tax treatment of the transactions contemplated by Section 2.7 except such as may arise from the breach or default by AHC...
Sample 1
AutoNDA by SimpleDocs
AHC. Notwithstanding Section 10.2(a), but subject to Section 10.6(b), AHC shall have no Liability under Section 10.2(a) to indemnify the Quartz Indemnified Parties for any Losses incurred by the Quartz Indemnified Parties with respect to Section 10.2(a) unless and until the aggregate amount of all such Losses exceeds the Deductible, in which event the Quartz Indemnified Parties shall be entitled to indemnification for all Losses in excess of the Deductible. Notwithstanding Section 10.2(a), but subject to Section 10.6(b), the aggregate Liability of AHC under Section 10.2(a) shall not exceed the Cap.
Sample 1
AHC. AHC" means Asset Holding Corporation, a Delaware corporation, which holds 100% of the limited partnership interests of Asset Holdings III, L.P.
Sample 1

Related to AHC

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • By Sellers Each Seller agrees that, subject to such limitations as provided herein, such Seller shall be jointly and severally liable to Purchaser, its Related Persons, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") for, and agree to defend and indemnify and hold each Purchaser Indemnified Party harmless against and in respect of (i) any and all losses, damages, liability costs and expenses, including reasonable attorneys', accountants' and experts' fees and expenses, including, without limitation, those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities") incurred by any Purchaser Indemnified Party by reason of a breach of any of the representations, warranties, covenants or agreements made by the Company or Sellers in this Agreement, or in any other instrument or agreement specifically contemplated by this Agreement, (ii) any and all Covered Liabilities incurred by any Purchaser Indemnified Party by reason of (A) any violation of Governmental Regulations arising from those matters included as items 3 and 4 on Schedule 7.17(b), (B) the Company's or Sellers' failure to pay, withhold or collect any Taxes required to have been paid, withheld or collected for any taxable period ending on or prior to the Closing Date (including as a result of the Section 338(h)(10) election described in Section 11.4) or (C) the Company not being treated as a subchapter S corporation for federal and state income tax purposes, or (iii) liabilities of the Company or DBRHC arising out of or in connection with any of the businesses, assets (including the DBRHC Real Estate), operations or activities of the Company or DBRHC (including any predecessor of the Company or DBRHC, and any former business, asset, operation, activity or subsidiary of any of the foregoing) owned or conducted, as the case may be, on or prior to the Closing Date including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, but excluding (A) liabilities or other obligations of the type reflected on the 1998 Balance Sheet incurred in the ordinary course consistent with past practice since December 31, 1998, other than any liabilities or obligations arising from any litigation or other legal, arbitration or administrative proceeding, or any claim with respect thereto (including, without limitation, tort claims or other claims based on strict liability, negligence or willful misconduct or violations of Governmental Regulations), (B) Indebtedness (but only to the extent Indebtedness at Closing is not greater than the Purchase Price adjustment under Section 3) and (C) obligations reflected in the 1998 Balance Sheet, including the notes thereto.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • GROUP COMPANIES Guangzhou Yatsen Ecommerce Co., Ltd. (广州逸仙电子商务有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative Guangzhou Yatsen Cosmetic Co., Ltd. (广州逸仙化妆品有限公司) (Seal) By: /s/ Xxxxx Xxxx Name: XXXX Xxxxx (陈宇文) Title: Legal Representative Huizhi Weimei (Guangzhou) Commercial and Trading Co., Ltd. (汇智为美（广州）商贸有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative Perfect Diary Cosmetics (Guangzhou) Co., Ltd. (完美日记化妆品(广州)有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative [Signature Page to the Share Purchase Agreement –Yatsen Holding Limited]

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

Time is Money Join Law Insider Premium to draft better contracts faster.