ACRG definition
Examples of ACRG in a sentence
Copies of the Articles of Incorporation of LFI (certified by the Secretary of State of the State of Texas) and the Bylaws of LFI (certified by the Secretary of LFI) and the Articles of Limited Partnership and Certificate of Limited Partnership, as amended, of OFP (certified by the general partner of OFP) delivered to ACRG prior to the Closing, are true, correct and complete and reflect all amendments thereto as of the date hereof.
The Company and the Shareholders shall, jointly and severally, indemnify and hold the Purchaser and ACRG harmless from and against and in respect of all Damages, as hereinafter defined.
Each of LFI and OFP shall afford ACRG and its counsel, accountants and other representatives, full access, during normal business hours, to all of the properties, books, contracts, commitments and records of each of LFI, LFM and OFP and shall furnish ACRG with all such information concerning the affairs of each of LFI, LFM and OFP as ACRG may reasonably request, including without limitation such copies and/or extracts of pertinent records and data as ACRG may reasonably request.
All information previously provided, or to be provided, to ACRG and all schedules contemplated hereby are, or shall be, as applicable, true, accurate and complete in all material respects.
The Purchaser and ACRG shall have delivered to the Company a copy, certified by the respective Secretaries of the Purchaser and ACRG, of the corporate resolutions adopted by the respective boards of directors of the Purchaser and ACRG in respect of the transactions contemplated by this Agreement.
The certificates representing the Stock to be delivered to ACRG at the Closing, and the signatures on the endorsements thereof or the stock powers delivered therewith, will be valid and genuine.
OFP shall have executed and delivered to LFI proper instruments for the transfer of the Assets in form and substance satisfactory to counsel for ACRG.
Neither LFI nor ACRG shall have any liability for any sales, use, income, franchise or other tax or charge, if any, which may become payable in connection with the sale of the Assets by OFP pursuant to this Agreement or any other taxes or charges arising out of the operation of the business of LFM or OFP at any time prior to the Closing Date, and all such taxes shall be duly and timely paid by OFP.
LFI and OFP have previously provided ACRG with true, correct and complete copies of all contracts, agreements, mortgages, leases and commitments relating to or affecting any interest in tangible personal property to which LFI, LFM or OFP is a party or by which LFI, LFM or OFP or any property of LFI, LFM or OFP is in any way bound or affected, together with all amendments and supplements thereto and modifications thereof.
All action necessary to authorize the execution, delivery and performance of this Agreement by ▇'▇▇▇▇▇, LFI and OFP and the consummation by ▇'▇▇▇▇▇, LFI and OFP of the transactions contemplated by this Agreement shall have been duly and validly taken and ACRG shall have full right and power to acquire the Stock and OFP shall have full right and power to transfer and deliver the Assets upon the terms provided in this Agreement.