Examples of AMP Entities in a sentence
Except for Liabilities incurred in the ordinary course of business consistent with past practice after December 31, 2020 (the “AMP Balance Sheet Date”), neither the AMP Business nor any AMP Entity has any Liabilities that would be required to be reflected or reserved against in a combined balance sheet of the AMP Entities prepared in accordance with IFRS, except, in each case, those which would not have an AMP Material Adverse Effect.
There is no pending or, to the Knowledge of Ardagh, threatened (in writing) audit, examination or investigation by any Governmental Authority against Ardagh or any of its Affiliates (to the extent related to the AMP Business) or any AMP Entity, or any of their respective directors, officers, properties or assets, other than any such audit, examination or investigation as would not, individually or in the aggregate, be material to the AMP Business or the AMP Entities, taken as a whole.
If any Ardagh/AMPSA Group Tax Return is required to be filed, then the Parties will enter into (and cause the appropriate AMP Entities to enter into) a tax sharing or allocation agreement or arrangement having arm’s length terms.
As of the Closing, the AMP Entities will own and have good and marketable title to, or a valid leasehold interest in or right to use, all of such assets or properties that are material tangible assets or personal property, free and clear of all Encumbrances (other than Permitted Encumbrances).
AMPSA shall, and shall cause the other AMP Entities and the Transitional Sublicensees, to use commercially reasonable efforts to transition the AMP Business reasonably promptly away from any uses by the AMP Business of the Ardagh Name and the Ardagh Logo (including in combination) that are not within the scope of the Ardagh Name License.
The neighbourhood is adequately served by 97th Street on the west and 167th Avenue (Castle Downs Road) on the south.
The applicable AMP Entities set forth on Section 4.10(a) of the Ardagh Disclosure Schedule have valid title in fee simple to the Owned Real Property, free and clear of all Encumbrances (other than Permitted Encumbrances), and except for Encumbrances that secure the Ardagh Existing Indebtedness that will be discharged by Ardagh at or prior to the Closing.
AGSA shall not, and shall cause the AGSA Retained Subsidiaries not to, and AMPSA shall not, and shall cause the other AMP Entities not to, intentionally take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, approvals or waivers.
All material tangible assets and personal property have been maintained in all material respects in accordance with generally accepted industry practice, and are in good working order and condition, ordinary wear and tear excepted, and except as would not, individually or in the aggregate, be material to the AMP Business or the AMP Entities, taken as a whole.
All of the issued and outstanding equity or other ownership interests of the AMP Entities have been issued in all material respects with the applicable Organizational Documents of each AMP Entity and with applicable Law, and have not been issued in violation of any preemptive or similar rights.