Predecessor Entities. The transactions by which the Company and its subsidiaries were organized and succeeded to the assets, liabilities, properties and business of its and their respective predecessors were duly authorized and consummated in accordance with applicable law, with the effect of making the Company and its subsidiaries the effective successors to the assets, liabilities, properties an business of their respective predecessors. The representations and warranties set forth in this Agreement, the Exhibits hereto, the SEC Filings and the Memorandum disclose all information relating to such transactions which might have a Material Adverse Effect.
Predecessor Entities. No facts or circumstances exist whereby any of the Company, its Subsidiaries or Purchaser has or will incur any liability, costs or damages, or which could result in a Material Adverse Effect, related to, connected with or resulting from any (i) entity that is a direct or indirect predecessor (whether through stock or assets) to the Company or its Subsidiaries, or (ii) an entity that is currently owned or was previously owned, directly or indirectly, by any of Shareholder, or their predecessors (collectively, a "PREDECESSOR").
Predecessor Entities. There are no predecessor entities of the TARGET or Synermedica R&D Unit Trust.
Predecessor Entities. For purposes of the indemnification obligations under this Agreement, (a) references to the "Company," a "CHUHC Subsidiary" and "Purchaser" in Article III, Article IV and Article VIII shall include, as appropriate, any predecessor entities, and (b) Kentucky/West Virginia Agencies and La Porte Agency shall be added to the CHUHC Subsidiaries when such entities are contributed to the Company; provided, however, that the scope of Seller's indemnification obligations shall exclude any Losses arising out of or relating to the Company's management of such agencies after the date of this Agreement.
Predecessor Entities. For the purposes of Article 4, except for Gestion, any reference to Amalco shall include any predecessor entities of Amalco, including IsoCanMed.
Predecessor Entities. Xxxxx has never directly or indirectly participated in any manner in any joint venture, partnership or other noncorporate entity. Xxxxx has never conducted any other business or activity. Set forth on Schedule 2.5 is a list of the names of all predecessors of Xxxxx, and all trade names and "doing business as" names of Xxxxx, including the names of any entities substantially all of the assets of which were previously acquired by Xxxxx.
Predecessor Entities. Except as set forth on Schedule 3.5, Gourmet has never directly or indirectly participated in any manner in any joint venture, partnership or other noncorporate entity. Gourmet was formed solely to operate its current business and has never conducted any other business or activity.
Predecessor Entities. No facts or circumstances exist whereby any of the Company, its Subsidiaries and Purchaser has or will incur any liability, costs or damages, or which could result in
Predecessor Entities. No facts or circumstances exist whereby Seller or Buyer has or will incur any Liability, costs or damages, or which could result in a Material Adverse Effect, related to, connected with or resulting from any (i) entity that is a direct or indirect predecessor to Seller, or (ii) an entity that is currently owned or was previously owned, directly or indirectly, by any of the Shareholders, or their predecessors.
Predecessor Entities. Seller hereby acknowledges that all references to “the Company” in the foregoing representations (and any applicable definitions in defined terms used therein) include each predecessor entity merged into the Company.
