The Company and the Guarantors Sample Clauses

The Company and the Guarantors. On the Closing Date, upon effectiveness of the Merger, Mergersub shall cause the Company and each of the Guarantors to expressly assume Mergersub’s obligations under this Agreement by executing the Joinder Agreement. In the event of a breach of this Section 19, each of Mergersub, the Company and the Guarantors agree that monetary damages would not be adequate compensation for any loss or damage incurred by such breach and hereby further agrees that, in the event of an action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, BCFWC MERGERSUB, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President and Secretary The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BANC OF AMERICA SECURITIES LLC BEAR, XXXXXXX & CO. INC. WACHOVIA CAPITAL MARKETS, LLC By: Banc of America Securities LLC By: /s/ Xxxxx Xxxxx Principal SCHEDULE A Initial Purchasers Aggregate Principal Amount of Securities to be Purchased Banc of America Securities LLC $ 122,000,000 Bear, Xxxxxxx & Co. Inc. 122,000,000 Wachovia Capital Markets, LLC 61,000,000 Total $ 305,000,000 SCHEDULE B Guarantors Jurisdiction of Organization Burlington Coat Factory of Alabama, LLC Alabama Burlington Coat Factory Realty of Huntsville, LLC Alabama Burlington Coat Factory Warehouse of Anchorage, Inc. Alaska Burlington Coat Factory of Arizona, LLC Arizona Burlington Coat Factory Realty of Mesa, Inc. Arizona Burlington Coat Factory Realty of Desert Sky, Inc. Arizona Burlington Coat Factory of Arkansas, LLC Arkansas Burlington Coat Factory of California, LLC California Burlington Coat Factory Warehouse of San Bernadino, LLC California Baby Depot of California, LLC California MJM Designer Shoes of California, LLC California Burlington Coat Factory Warehouse of San Francisco, Inc. California Burlington Coat Factory Warehouse of San Bernadino, Inc. California Baby Depot of Ontario, Inc. California Baby Depot of San Diego, Inc. California Totally 4 Kids of Milpitas, Inc. California Totally 4 Kids of Ontario, Inc. California M J M Designer Shoes of Sacramento, Inc. California M J M Designer Shoe...
Sample 1
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The Company and the Guarantors. On the Closing Date, effective upon effectiveness of the Merger, the Company (i) as the survivor of the Merger, will by operation of law assume the obligations of Mergeco pursuant to this Agreement, the Indenture, the Notes and the Registration Rights Agreement, (ii) will also expressly assume Mergeco’s obligations under this Agreement and the Registration Rights Agreement by executing the Joinder Agreement, (iii) will also expressly assume Mergeco’s obligations under the Indenture and the Notes by executing the Supplemental Indenture, (iv) will cause the Guarantors to become Guarantors and execute Guarantees and (v) will cause the Guarantors to become party to this Agreement and the Registration Rights Agreement by executing a Joinder Agreement. In the event of a breach of this Section 18, each of Mergeco, the Company and the Guarantors agree that monetary damages would not be adequate compensation for any loss or damage incurred by such breach and hereby further agrees that, in the event of an action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate. [Signature Page Follows] If the foregoing Purchase Agreement correctly sets forth the understanding among Mergeco, the Issuers and the Initial Purchasers, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among Mergeco, the Issuers and the Initial Purchasers. XXXXXX MERGER CORPORATION By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: President Confirmed and accepted as of the date first above written: UBS SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & CO. INCORPORATED By: UBS SECURITIES LLC as Representative of the several Initial Purchasers By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Associate Director Schedule I Initial Purchaser Principal Amount of Notes to Be Purchased UBS Securities LLC $ 60,000,000 Credit Suisse First Boston LLC 45,000,000 Xxxxxx Xxxxxxx & Co. Incorporated 45,000,000 Total $ 150,000,000 Schedule II Subsidiary Jurisdiction of Organization Equity Holder and % Held by Each Xxxxxx Health Services Corp. Delaware 100% Xxxxxx Health Products FSC Inc. Barbados 100% Xxxxxx Health Products, LLC Delaware 100% XX Xxxx Holdings Inc. Federal jurisdiction (Canada) 100% Vita Health Products Inc. Federal jurisdiction (Canada) 100% Westcan Pharmaceuticals Ltd. Federal ju...
Sample 1
The Company and the Guarantors. (1) will keep their properties adequately insured at all times by financially sound and reputable insurers, which, in the case of any insurance on any mortgaged property, are licensed to do business in the States where the applicable mortgaged property is located;
Sample 1

Related to The Company and the Guarantors

  • Covenants of the Company and the Guarantors The Company and the Guarantors covenant with each Initial Purchaser as follows:

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

  • Indemnification of the Company and the Guarantors Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

  • RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its full, unconditional and joint and several guarantee of the Securities to the extent provided in or pursuant this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

  • Indemnification by the Company and the Guarantors The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

  • THE COMPANY AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Company and the Master Servicer. The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Guarantors So long as any Registrable Notes remain outstanding, the Issuers shall cause each Person that becomes a guarantor of the Notes under the Indenture to execute and deliver a counterpart to this Agreement which subjects such Person to the provisions of this Agreement as a Guarantor. Each of the Guarantors agrees to join the Company in all of its undertakings hereunder to effect the Exchange Offer for the Exchange Notes and the filing of any Shelf Registration Statement required hereunder.

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

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