No Target Company and Sample Clauses

No Target Company and in relation to the Transferred Assets, the Assets Seller has obtained any public grant or subsidy by making any material false statement, omission or misrepresentation and there are no facts that could lead to a revocation, reduction or repayment of any public grant or subsidy received. There are currently no Proceedings by any Governmental Authority pending or threatened in writing that could lead to such revocation, reduction or repayment. 10.24 Insurance 10.24.1 The Disclosure Schedule sets forth a true, complete and accurate list of all policies of insurance and indemnity bonds issued at the request or for the benefit of the Target Companies or, in relation to the Transferred Assets, the Assets Seller and covering the Business. 10.24.2 There is no material claim pending or threatened under any of the policies and bonds referred to in Article 10.24.1. 10.24.3 The Target Companies or, in relation to the Transferred Assets, the Assets Seller are in material compliance with the terms of the policies and bonds referred to in Article 10.24.1. 10.24.4 The policies and bonds referred to in Article 10.24.1 are in full force and effect and, other as contemplated in Article 6.5, the Closing does not terminate any of these policies or bonds (other than those entered into by the Assets Seller in relation to the Transferred Assets and which are not part of the Transferred Assets) nor does it render any of their applicable terms null or void. 10.24.5 No Seller and no Target Company has received any written notice which is pending threatening termination, premature cancellation, invalidation of or material alteration of coverage or providing for the written denial of any material claim under any of the policies and bonds referred to in Article 10.24.1 and, to the SellersKnowledge, there

Related to No Target Company and

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Notices All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

  • WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.