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...