BABF definition
Examples of BABF in a sentence
City will prepare a combined and ------------------------- consolidated income statement of City and the Companies for the period from January 1, 1998 through the Closing (the "Closing Income Statement") and will deliver such Closing Income Statement to BABF as soon as possible after the Closing.
BABF shall -------------------------------------------------- have fully performed in all material respects all obligations, agreements, conditions and commitments required to be fulfilled by BABF on or prior to the Closing Date and shall have tendered to the Companies and the Existing Shareholders, the documents, instruments and certificates required by Article 7 hereof.
BABF agrees to order Phase I site assessment reports and, if necessary, Phase II site assessment reports for the Leased Real Property.
The Selling Group members participating in a Tag-Along Sale or a representative of the Selling Group (the "Selling Group Representative," which shall be BABF until the other Stockholders are notified of the name and address of a successor representative) shall promptly provide each Stockholder with written notice (the "Tag-Along Sale Notice") not more than 60 nor less than 20 days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date").
The Companies and the Existing ---------------------- Shareholders shall have delivered to BABF or its representatives, their respective certificates, dated the Closing Date, executed on their behalf by their respective duly authorized representatives, as to the fulfillment of the conditions set forth in Sections 6.2 and 6.3 hereof.
Immediately prior to Closing, BABF shall cause such financing to be available to City or its subsidiaries (which in no event shall include any personal guaranty or other personal liability with respect to such indebtedness by any Existing Shareholder), which will enable City or its subsidiaries to borrow an amount up to that set forth in Section 1.2(b).
All consents, approvals, authorizations and -------------- orders (corporate, governmental or otherwise) necessary for the due authorization, execution and delivery by BABF of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been obtained.
Except as otherwise contemplated ------------------------------ by this Agreement, representations and warranties of BABF contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on such date.
Subject to the Stockholder's Agreement attached ------------ hereto as Exhibit A, BABF shall have received the resignations of those directors of any Company as it may request.
For the duration of the Effective Period, BABF shall --------- cause City and the other Companies to maintain general liability insurance on the Companies and its assets in amounts comparable to that in effect prior to the Closing and to include ▇▇▇▇▇ ▇▇▇▇▇▇▇ as an additional insured thereon.