AEHC definition
Examples of AEHC in a sentence
AEHC has delivered to Global true and correct copies of Alliance’s audited financial statements for the years ended December 31, 2008, December 31, 2009 and December 31, 2010, the notes to such financial statements and Alliance’s unaudited financial statements for the nine month period ended September 30, 2011 (collectively, the “Financial Statements”).
Except as set forth on Schedule 5.4, the execution and delivery of this Agreement by AEHC and the performance of its obligations hereunder and thereunder, do not require any Governmental Authorizations, filings with, or clearance, consent or approval of, any Governmental Authority, except for Governmental Authorizations, filings, clearances, consents or approvals, the failure of which to effect or obtain would not individually or in the aggregate have a Material Adverse Effect.
Global shall provide such Allocation to AEHC within sixty (60) days from the Closing Date, and AEHC shall have fifteen (15) days after receipt thereof to provide Global with any written objection thereto.
Except as expressly set forth in ARTICLE V, AEHC makes no representation or warranty, express or implied, at Law or in equity, with respect to this Agreement, the Transaction, the Alliance Equity Interests, the Alliance Businesses or any information provided or made available to Global in connection with the Transaction, including any warranty with respect to merchantability or fitness for any particular purpose, and all other representations or warranties are hereby expressly disclaimed.
Upon the terms and subject to the conditions set forth herein, at the Closing AEHC shall contribute and transfer to Global, and Global agrees to accept from AEHC, the Alliance Equity Interests, free and clear of all Encumbrances.
Each of Global and AEHC agrees that the General Partner and its Affiliates shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to the General Partner and its Affiliates.
The rights and obligations of Global, AEHC, the General Partner or any of its other Affiliates hereunder shall be identical to their respective rights and obligations pursuant to Section 7.12 of the Partnership Agreement, as amended from time to time, except that Global shall not be required to effect more than two registrations pursuant to this Agreement (in addition to the three registration statements it may be required to effect pursuant to Section 7.12 of the Partnership Agreement).
A true, correct and complete list of all “reimbursement agreements” or similar like agreements outstanding as of the date of this Agreement, and the amounts due thereunder, have been delivered by AEHC to Global (the “Reimbursement Agreements”).
AEHC and Global shall not have any substantive contact with any Governmental Competition Authority in respect of any filing or proceeding contemplated by this Section 7.4 unless it consults with the other Party in advance and, to the extent permitted by such Governmental Competition Authority, gives the other Party the opportunity to participate.
Each Alliance Contract is valid and binding on Alliance and any Alliance Subsidiary that is a party thereto and, to the Knowledge of AEHC, each other party thereto, and is in full force and effect, and neither Alliance nor any Alliance Subsidiary, nor, to the Knowledge of AEHC, each other party thereto, is in material breach of, or material default under, any Alliance Contract to which it is a party.