Section 4.6(b Sample Clauses

Section 4.6(b of the Seller Disclosure Letter sets forth a list of all real property leased by the ACBR Entities as of the date of this Agreement (collectively, the “Leased Properties”). Except as set forth in Section 4.6(b) of the Seller Disclosure Letter, and except as would not reasonably be expected to have, individually or in the aggregate, an ACBR Material Adverse Effect, each of the ACBR Entities has a valid leasehold, license or other interest in its applicable Leased Property, free and clear of all Encumbrances, except for Permitted Encumbrances.
Section 4.6(b of the Company Disclosure Letter sets forth, as of the date of this Agreement, the outstanding Company Convertible Notes. All outstanding Company Convertible Notes (i) have been duly authorized and validly issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditorsrights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including applicable securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound.
Section 4.6(b of the Company Disclosure Schedule sets forth the following financial statements (collectively, the “Plastique Financial Statements”): (i) with respect to Plastique sp. z o.o., (A) the unaudited statement of financial position as of September 30, 2018 and income statement for the twenty-one (21) month period then ended, (B) the unaudited statement of financial position as of September 30, 2019 and income statement for the twelve (12) month period then ended, and (C) the unaudited statement of financial position as of the Balance Sheet Date and income statement for the one (1) month period then ended; (ii) with respect to Plastique Ltd., (A) the audited statement of financial position as of September 30, 2018 and income statement for the twelve (12) month period then ended, (B) the unaudited statement of financial position as of September 30, 2019 and income statement for the twelve (12) month period then ended, and (C) the unaudited statement of financial position as of the Balance Sheet Date and income statement for the one (1) month period then ended; and (iii) with respect to Plastique Holdings Ltd., on an unconsolidated basis, (A) the audited statement of financial position as of September 30, 2018 and income statement for the twelve (12) month period then ended, (B) the unaudited statement of financial position as of September 30, 2019 and income statement for the twelve (12) month period then ended, and (C) the unaudited statement of financial position as of the Balance Sheet Date and income statement for the one (1) month period then ended. Except as set forth on Section 4.6(b) of the Company Disclosure Schedule, the Plastique Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with prior periods and fairly present in all material respects the financial condition of Plastique or the applicable Subsidiary as of their respective date and the results of operations, as the case may be, of Plastique or such Subsidiary for the period covered thereby. The Plastique Financial Statements have been derived from the books and records of Plastique and each of its Subsidiaries, as applicable.
Section 4.6(b of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
Section 4.6(b of the Disclosure Letter contains an accurate and complete list of all leases, subleases, licenses, concessions and other agreements for the lease of real property to which the Company or any of its Subsidiaries is a party, by which it is bound, or to which any of its assets or properties is subject, including all amendments and modifications thereto (the “Leases”). True, correct and complete copies of the Leases have been made available to Buyer. Pursuant to the Leases, the Company or a Subsidiary of the Company (as the case may be) holds a leasehold or subleasehold estate in, or is granted the right to use and occupy, the land, buildings, improvements, fixtures or other interest in real property described therein (individually, a “Leased Real Property”, and an Owned Real Property or Leased Real Property being sometimes referred to herein, individually and collectively, as “Real Property”). With respect to each Lease: (i) such Lease is valid, binding, enforceable and in full force and effect; (ii) none of the Company or any Subsidiary, nor to the Company’s Knowledge, any other party thereto is in default or breach in any material respect under the terms of such Lease and no event has occurred that, with the passage of time or the giving of notice or both, would constitute a default or breach in any material respect by the Company or any Subsidiary or, to the Knowledge of the Company, any other party thereto under the terms of such Lease; and (iii) none of the Company nor any Subsidiary has assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered any Lease or Leased Real Property or any interest therein.
Section 4.6(b. Section 4.6(b) is amended by adding the words “use commercially reasonable efforts” after the words “Buyer shall.”
Section 4.6(b is hereby amended by deleting the phrase “Applicable Margin for Eurodollar Rate Loans” therefrom and replacing such phrase with “3.50% per annum”.
Section 4.6(b of the Company Letter lists (i) the address of all real property leased, subleased, or licensed by or for which a right to use or occupy has been granted to, as lessor, lessee, sublessor, sublessee, licensor or licensee, any Sold Company or Sold Subsidiary (each property, a “Sold Company and Sold Subsidiary Leased Real Property”); and (ii) a complete and accurate list of the Contracts pursuant to which any Sold Company or Sold Subsidiary leases, subleases or licenses, or is granted a right to use or occupy the Sold Company and Sold Subsidiary Leased Real Properties, as lessee, sublessee or licensee, including all amendments, modifications and supplements thereto (together with the Assigned Leases, the “Real Property Leases”). One or more of the Sold Companies or Sold Subsidiaries has a good, valid and enforceable leasehold interest in, or a good, valid and enforceable license or right to use, each Sold Company and Sold Subsidiary Leased Real Property, free and clear of any and all Liens, other than Permitted Liens.