As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on Schedule 5.4(b); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens, other than, in the case of Stock of OSI, those in favor of the Trustee for the benefit of itself and the holders of the Senior Notes, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties and each of their Subsidiaries and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties and each of their Subsidiaries is set forth on Schedule 5.4(b); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in Schedule 5.4(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity.
As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on Schedule 3.1(b); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable (as applicable), free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties is set forth on Schedule 3.1(b); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in Schedule 3.1(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity.
As of the Closing Date. The provisions of this Section 5.1(v) shall survive for the Survival Period.
As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on Schedule 5.4(b); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties and each of their Subsidiaries and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties and each of their Subsidiaries is set forth on Schedule 5.4(b); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in Schedule 5.4(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity.
As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on SCHEDULE 3.1(B); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable (as applicable), free and clear of all Liens other than those in favor of (A) Agent for the benefit of Agent and Lenders and (B) First Lien Agent for the benefit of First Lien Agent and First Lien Lenders, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties (other than Holdings) and their Subsidiaries and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties and their Subsidiaries is set forth on SCHEDULE 3.1(B); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in SCHEDULE 3.1(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity. No Credit Party has any Subsidiaries expect as set forth on Schedule 3.1(b).
As of the Closing Date. For purposes of this SECTION 9.1(a) only, a "material" breach shall be a breach which in the reasonable judgment of Purchaser, exercised in good faith, exposes Purchaser or the Property to costs, expenses or damages in excess of Fifty Thousand Dollars ($50,000). If such representations, warranties and covenant of Seller have been breached prior to the Closing Date and Purchaser has notified Seller of such breach, but such breach is not "material" then Purchaser shall have no right to terminate this Contract but, upon specific written request therefor by Purchaser, a reasonable 31. estimation of such amount shall be withheld from the Purchase Price by the Purchaser pending determination of the amount of, and Seller shall indemnify, defend and hold Purchaser harmless from and against all losses, damages, costs and expenses (whether or not they eventually exceed Fifty Thousand Dollars ($50,000)), including, without limitation, reasonable attorneys' fees, charges and costs, incurred by Purchaser by reason of such breach.
As of the Closing Date. All Business revenues relating to the period from and after the Closing shall be the responsibility and property of Purchaser upon the execution of this Agreement. Revenues and expenses from the operation of the Business relating to the period after the Closing shall be the property and liabilities, respectively, of Purchaser.
As of the Closing Date. The provisions of this Section 7.1(k) shall survive for the Survival Period.
As of the Closing Date the Borrower and its Subsidiaries, taken as a whole, are solvent and are able to pay their debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of - 88- business, and the fair saleable value of the assets of the Borrower and its Subsidiaries, taken as a whole and measured on a going concern basis, exceeds all probable liabilities, including those to be incurred pursuant to this Agreement. As of the Closing Date, the Borrower and its Subsidiaries, taken as a whole, do not have unreasonably small capital in relation to the business in which they are or propose to be engaged. As of the Closing Date, the Borrower and its Subsidiaries, taken as a whole, have not incurred, or believe that they will incur debts beyond its ability to pay such debts as they become due. In executing the Credit Documents and consummating the Transactions, none of the Borrower or its Subsidiaries intends to hinder, delay or defraud either present or future creditors or other Persons to which one or more of the Borrower or its Subsidiaries is or will become indebted. For the avoidance of doubt, on the Closing Date, the foregoing representations and warranties shall be made both before and after giving effect to the Transactions. Compliance with FCPA and Anti-Corruption Laws.Section 3.18 Each of the Credit Parties and their Subsidiaries and, to the knowledge of the Credit Parties and their Subsidiaries, their respective officers, employees, directors and agents (on behalf the Credit Parties and their Subsidiaries), is in compliance, in all material respects, with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto (collectively, “Anti-Corruption Laws”). None of the Credit Parties or their Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of Anti-Corruption Laws. No Loan or Letter of Credit, use of proceeds or othe...
As of the Closing Date. (a) The Sellers shall engage the independent Certified Public Accountants of the Corporation, Svadlenak, See & Company to prepare an unaudited balance sheet of the Corporation as of the Closing Date; such unaudited balance sheet is referred to herein as the “Closing Date Balance Sheet”) and the related statements of income and retained earnings for the period commencing on January 1, 2004 and ending on the Closing Date. The Closing Date Balance Sheet (and the related statement of income) shall be prepared using a modified accrual basis of accounting consistent with that used for filing the Corporation’s federal income tax returns and the December 31, 2003 financial statements of the Corporation. In furtherance of the foregoing, the Closing Date Balance Sheet (and the related statement of income) will recognize income on all agency xxxx items having an inception date of coverage and an invoice date prior to or as of the Closing Date. The Closing Date Balance Sheet (and the related statement of income) shall recognize income on direct xxxx accounts, including contingent/profit-sharing commissions only for all direct xxxx commissions received prior to or as of the Closing Date.
