THE ACQUIRED COMPANIES Sample Clauses

THE ACQUIRED COMPANIES. Prior to the Closing Date, Seller will take or cause to be taken all actions necessary or advisable to effectuate the actions described on Attachment E to the Shareholders Agreement and will cause the ownership of the Acquired Companies to be as set forth on Attachment E to the Shareholders Agreement. Without limiting the foregoing, Seller undertakes and agrees to incorporate the Company by on or prior to July 26, 2002 pursuant to Organizational Document the form and substance of which shall have been approved in advance by Buyer. Furthermore, and for the purposes of further clarity, Parties expressly agree that the Seller shall be obligated to ensure at its own cost that, in connection with the actions foreseen in the Attachment E to transfer the Business to the Acquired Companies, all the software and other licenses which relate to, support and/or have been used by the Seller or any of its Subsidiaries in connection with the Business shall have been transferred to the applicable Acquired Company on or before Closing, it being understood that the applicable Acquired Company shall be responsible for the payment of any customary fees which relate to the actual use of such licenses in the operation of the Business after the Closing.
THE ACQUIRED COMPANIES. Capitalization
THE ACQUIRED COMPANIES. Seller hereby represents and warrants to Buyer as of the date of this Agreement that:
THE ACQUIRED COMPANIES. Seller hereby represents and warrants to Buyer that the following representations and warranties are true and correct as of the date hereof and as of the Closing Date:
THE ACQUIRED COMPANIES. (a) The Acquired Companies shall include, but not be limited to, the Company and the following wholly owned subsidiaries of the Company:
THE ACQUIRED COMPANIES. The Sellers hereby severally and not jointly and severally represent and warrant to Buyer and acknowledge and confirm that the Buyer is relying upon the representations and warranties in connection with the purchase by the Buyer of the Target Shares that the statements contained in this ARTICLE III are true, correct and complete as of the date hereof, and will be true, correct and complete as of the Closing Date, except as specified to the contrary in the Sellers’ Disclosure Schedules.
THE ACQUIRED COMPANIES. Prior to the Closing Date, Seller will take or cause to be taken all actions necessary or advisable to effectuate the actions described on Attachment E to the Members' Agreement and will cause the ownership of the Acquired Companies to be as set forth on Attachment E to the Members' Agreement.
THE ACQUIRED COMPANIES 

Related to THE ACQUIRED COMPANIES

  • Company Subsidiaries SCHEDULE 3.1.2 to the Company Disclosure Letter sets forth each Company Subsidiary and the ownership interest therein of the Company. Except as set forth on SCHEDULE 3.1.2 to the Company Disclosure Letter, (A) all the outstanding shares of capital stock of each Company Subsidiary that is a corporation have been validly issued and are fully paid and nonassessable, are owned by the Company or by another Company Subsidiary free and clear of all Liens, other restrictions and limitations on voting rights and (B) all equity interests in each Company Subsidiary that is a partnership, joint venture, limited liability company or trust are owned by the Company, by another Company Subsidiary, or by the Company and another Company Subsidiary, or by two or more Company Subsidiaries free and clear of all Liens, other restrictions and limitations on voting rights. Except for the capital stock of or other equity or ownership interests in the Company Subsidiaries, and except as set forth on SCHEDULE 3.1.2 to the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock or other equity or ownership interest in any Person. Each Company Subsidiary that is a corporation is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted, and each Company Subsidiary that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power 5 11 and authority to carry on its business as now being conducted. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not have a Material Adverse Effect. Copies of the Articles of Incorporation, Bylaws, organization documents and partnership and joint venture agreements of each Company Subsidiary, as amended to the date of this Agreement, have been previously delivered to Acquiror. 3.1.3

  • Buyer APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation By: /s/ Justin G. Knight Name: Justin G. Knight Title: President

  • Seller First Horizon Home Loan Corporation, a Kansas corporation, and its successors and assigns, in its capacity as seller of the Mortgage Loans.

  • Parent Subsidiaries Parent has no direct or indirect Subsidiaries or participations in joint ventures or other entities, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated, other than First Merger Sub and Second Merger Sub. Neither First Merger Sub nor Second Merger Sub has any assets or properties of any kind, does not now conduct and has never conducted any business, and has and will have at the Closing no obligations or liabilities of any nature whatsoever, except for such obligations as are imposed under this Agreement. First Merger Sub and Second Merger Sub are entities that have been formed solely for the purpose of engaging in the Transactions.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • GROUP COMPANIES Guangzhou Yatsen Pet Products Co., Ltd. (广州逸仙宠物用品有限公司) (Seal) By: /s/ Yuwen Chen Name: CHEN Yuwen (陈宇文) Title: Legal Representative Perfect Diary Technology (Guangzhou) Co., Ltd. (完美日记科技(广州)有限公司) (Seal) By: /s/ Jinfeng Huang Name: HUANG Jinfeng (黄锦峰) Title: Legal Representative Yiyan (Shanghai) Cosmetics Co., Ltd. (逸妍(上海)化妆品有限公司) (Seal) By: /s/ Jianhua Lyu Name: LYU Jianhua (吕建华) Title: Legal Representative Guangzhou Yatsen Logistics Co., Ltd. (广州逸仙物流有限公司) (Seal) By: /s/ Jianhua Lyu Name: LYU Jianhua (吕建华) Title: Legal Representative

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Acquired Assets On the terms and subject to the conditions set forth in this Agreement and subject to the approval of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, Sellers shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to Buyer, and Buyer shall purchase and accept from Sellers, all of Sellers' rights, title and interests (but, except as set forth in Section 1.3 below, none of the Liabilities) in and to each and all of the Acquired Assets. "Acquired Assets" shall mean the assets, properties, rights, and claims of Sellers of every nature used in, held for use or related to the Business (other than the Excluded Assets), real or personal, now existing or hereafter acquired, whether or not reflected on the books or financial statements of the Sellers, wherever located, whether tangible or intangible, as the same shall exist at the Closing. The sale and purchase of the Acquired Assets shall be free and clear of all Encumbrances, in each case other than Permitted Encumbrances and Encumbrances included in the Assumed Liabilities. The Acquired Assets shall include, but not be limited to, all of Sellers' rights, title and interests in and to the assets, properties, rights and claims described in clauses (a) through (r) below (except as expressly excluded pursuant to Section 1.2 of this Agreement):

  • By Sellers Sellers shall indemnify, defend, save and hold ---------- harmless Buyer, its Affiliates and subsidiaries (including the Company from and after the Effective Date), and its and their respective Representatives, from and against any and all claims, damages, costs, losses (including without limitation diminution in value), Taxes, liabilities, judgments, penalties, fines, obligations, lawsuits, deficiencies, demands and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, reasonable attorneys' fees, experts' fees and all amounts paid in investigation, defense, audit or settlement of any of the foregoing to the extent not covered by insurance (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by the Company or Sellers in or pursuant to this Agreement; (ii) any breach of any covenant or agreement made by the Company or Sellers in or pursuant to this Agreement; (iii) any Post Closing Environmental Liability; (iv) any liability arising from any other cause, including without limitation any liabilities arising (on a date of occurrence basis or otherwise) on or prior to the Effective Date relating to operation of the business of the Company or ownership or lease of its assets, including without limitation, with respect to environmental and tax matters which has not been adequately reserved for on the Effective Date Balance Sheet; or (v) any Claim or contingent liability disclosed in any schedule of the Company or Sellers to this Agreement. For purposes of this Section 10.2 "Post Closing Environmental Liability" shall mean any liability imposed on Buyer or the Company arising out of or related to events occurring on or after the Closing Date and prior to the completion of all Required Remediation in accordance with Section 7.3 hereof, and resulting from any Environmental Condition described in the Environmental Assessments, but excluding any liability to the extent such liability results from the negligent acts or willful misconduct of Buyer or its Representatives.

  • Seller's Documents At Closing, Seller shall deliver or cause to be delivered to Buyer: