Dick. A. B. Dick is a corporation duly organized, validly existing and in good standing under the laws of Delaware
Dick. A. B. Dick is duly qualified, licensed or registered as a foreign corporation to do business and is in good standing, to the extent applicable, in each jurisdiction listed in Section 3.02 of the Disclosure Schedule and is duly qualified, licensed or registered as a foreign corporation to do business and is in good standing, to the extent applicable, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification, license or registration necessary.
Dick. The Shares constitute all the authorized, issued and outstanding shares of capital stock of A. B.
Dick. The Shares have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights. There are no options, warrants or rights of conversion or other rights, agreements, arrangements or commitments relating to the capital stock of A. B. Dick obligating A. B. Dick to issue or sell any of its shares of capital stock. Seller owns the Shares free and clear of all pledges, security interests and all other liens, encumbrances and adverse claims, except for any liens, encumbrances or adverse claims arising out of, under or in connection with this Agreement. There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Shares.
Dick. The retiree medical benefits described in this Section 5.09A(b) shall be provided exclusively by Seller or an Affiliate of Seller under a benefit plan sponsored and administered by Seller or an Affiliate of Seller and shall not be, nor be deemed to be, provided by A. B. Dick or Purchaser or a benefit plan of A. B.
Dick. The Security Agreement of A.B. Dick shall have been amended in form and substance acceptable to the Agent, in its sole discretion, to provide the grant of a security interest in the property, plant and equipment of A.B. Dick to the Agent for the benefit of the Banks and the Agent shall have received such executed amendment and financing statements evidencing such grant.
Dick. The Agent shall have received original mortgages and fixture financing statements, in form and substance acceptable to the
Dick. 2.9 AMENDMENT TO ANNEX II. Annex II to the Credit Agreement is amended by adding the following new definition of "
Dick. Kevin D. Grove -------------------------------------------------- Karen A. Julien -------------------------------------------------- George Farmer -------------------------------------------------- Doyle Fouquet -------------------------------------------------- Jean-Paul Jeannot -------------------------------------------------- Phillip Wrangle As provided xx Xxxxion 1 of the Sellers' Representative Agreement made as of June 11, 2004 among William J. Johnson, as Sellers' Repxxxxxxxxxxx, xxx Xompany, the Selling Shareholders and the Optionees party thereto and the Purchaser (the "Sellers' Rep Agreement"), William J. Johnson, as Sellers' Repxxxxxxxxxxx, xx xxecuting this First Amendment for and on behalf of each Seller (other than the Majority Holders, as defined in the Sellers' Rep Agreement), as the valid, binding and enforceable action and obligation of each. /S/ WILLIAM J. JOHNSON ------------------------------------------- William J. Johnson, as Sellers' Representative for each Seller listed above other than the Majority Holders, as defined in the Sellers' Rep Agreement
