51st Parallel definition
Examples of 51st Parallel in a sentence
To the knowledge of 51st Parallel, neither 51st Parallel nor any of the other parties to the 51st Parallel Lease Documents, is in material breach or violation or default (in each case, with or without notice or lapse of time or both) under any of the 51st Parallel Lease Documents which breach, violation or default has not been cured, and 51st Parallel has not received or given any notice of default under any such agreement which remains uncured.
Each of 51st Parallel, Target and the Depositary shall be authorized, for and on behalf of such holder, to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to 51st Parallel, Target and the Depositary, as the case may be, to enable it to comply with its deduction or withholding requirements and 51st Parallel, Target and the Depositary shall notify the holder thereof and remit any unapplied balance of the net proceeds of such sale to such holder.
The 51st Parallel Intellectual Property Rights are sufficient, in all material respects, for conducting 51st Parallel’s business, as currently conducted, and, to the knowledge of 51st Parallel, all such 51st Parallel Intellectual Property Rights are valid and enforceable (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or laws relating to or affecting creditors’ rights generally), and do not infringe upon the Intellectual Property rights of any third party.
Except as set forth in the correspondingly numbered paragraph of the Target Disclosure Letter, Target represents and warrants to 51st Parallel as follows and acknowledges and agrees that 51st Parallel is relying upon the representations and warranties in connection with the entering into of this Agreement.
The execution, delivery and performance by 51st Parallel of this Agreement requires no consent, waiver or approval or any action by or in respect of, or filing with, or notification to, any Governmental Entity other than: (i) compliance with any applicable Securities Laws; and (ii) any actions, filings or notifications the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to 51st Parallel.
All securities of 51st Parallel has been issued in compliance with all applicable Laws.
True and complete copies of the 51st Parallel License Applications have been delivered to Target prior to the date hereof.
There is no claim, action, suit, grievance, complaint, proceeding, arbitration, charge, audit, indictment or investigation that is pending or has been commenced or, to the knowledge of 51st Parallel, is threatened affecting 51st Parallel or affecting any of its property or assets (whether owned or leased) at law or in equity, which, individually or in the aggregate, if determined adversely to 51st Parallel, has or could reasonably be expected to result in liability to 51st Parallel in excess of $25,000.
It has not waived any rights under a Material Contract and no material default or breach exists in respect thereof on the part of 51st Parallel, or to the knowledge of 51st Parallel, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Material Contracts.
As of the date hereof, the aggregate Working Capital of 51st Parallel is not less than $19.0 million.