Legacy HS Clause Samples

Legacy HS. (i) Section 3.2(b)(i) of the HS Disclosure Letter sets forth a complete and accurate list of the owners of all of the outstanding shares of stock or other equity interests issued by Legacy HS and, in each case, the total number of shares or other interests owned by each such Person. No Person other than the ▇▇▇▇▇▇ Trusts owns any interest in Legacy HS. (ii) Section 3.2(b)(ii) of the HS Disclosure Letter sets forth an accurate description of direct or indirect ownership interests held by Legacy HS in any other Person as of the Execution Date and a description of the nature of such interest. (iii) Section 3.2(b)(iii) of the HS Disclosure Letter sets forth an accurate description of the Indebtedness of Legacy HS, each Professional Entity and each other entity in which Legacy HS or a Professional Entity owns an interest directly or indirectly (in the case of Legacy HS, to the extent such Indebtedness encumbers or relates to the Transferred Assets). Other than as specifically described in Section 3.2(b)(iii) of the HS Disclosure Letter, neither Legacy HS nor any Professional Entity is an obligor (borrower, guarantor, indemnitor or otherwise) in respect of any Indebtedness referred to in the preceding sentence and Principal also is not an obligor in respect of any such Indebtedness. (iv) There are no preemptive or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, redemption rights, repurchase rights, agreements, arrangements, commitments, securities (convertible, exchangeable or otherwise), rights of first refusal, calls, puts, subscriptions or obligations of any character under which Legacy HS may become obligated to issue or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any equity or ownership interests, or any securities or obligations exercisable or exchangeable for or convertible into any equity interests, of Legacy HS. The outstanding equity interests of Legacy HS are not subject to any voting trust agreement or other Contract, agreement or arrangement restricting or otherwise relating to the voting, dividend rights or disposition of such equity interests. There are no phantom stock or similar rights providing economic benefits based, directly or indirectly, on the value or price of the outstanding equity interests of Legacy HS. There is no outstanding Indebtedness that could convey to any Person the right to vote or that is convertible into or exercisable for any capital...

Legacy HS. Legacy HS has full organizational right, power and authority to execute and deliver this Agreement and any other Transaction Documents to which it is or will become a party, and to perform its obligations hereunder and thereunder and has all requisite corporate power and authority and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement and each other Transaction Document to which it is or will become a party. This Agreement has been, and any other applicable Transaction Documents have been or, for documents to be delivered at Closing will be, duly executed and delivered by Legacy HS, and constitutes, or at delivery shall constitute, a valid and binding agreement of Legacy HS enforceable in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) to the extent that enforceability may be limited by general equitable principles and by Laws related to the availability of specific performance, injunctive relief or other equitable remedies.