BCEF definition
Examples of BCEF in a sentence
At Closing, BCEF shall procure that its affiliate The Baring Central European Fund, L.P. shall (a) amend and restate its existing loan to DB, by entering into an agreement with the Company in the form attached as Exhibit H-1, (b) enter into an agreement regarding the subordination of such loan in the form of the agreement attached as Exhibit H-2, and (c) enter into an intercreditor agreement with Seaboard and the BI Holders in the form of the agreement attached as Exhibit C.
Either (i) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ or (ii) ▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, shall have furnished to BCEF and Market Partners their written opinion, dated as of the Closing Date, as to the matters set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.06, 3.08 and 3.09, which opinion shall be in substantially the form attached hereto as Exhibit E.
The BI Holders have delivered to Seaboard, Rousse Holding, BCEF and EBRD an unaudited and unconsolidated balance sheet as of October 31, 2000, and the related unaudited and unconsolidated statement of income for the seven month period ended October 31, 2000, for BI (the "BI Unaudited Financial Statements," and together with the BI Audited Financial Statements, the "BI Financial Statements").
Notwithstanding the foregoing, BCI and BCI Sub make no representation or warranty with respect to any information supplied in writing by BCEF and Market Partners or any of its representatives specifically for use in the Offer Document which is in fact contained in the Offer Document.
The representations and warranties of BCEF and Market Partners made herein are at and as of the Closing Date, true and correct as if made at the Closing Date; it being understood that to the extent any such representation or warranty was made as of a specified date, the same shall be required to be true and correct as of the Closing Date, but only as to such specified date.
Each of BCEF and Market Partners, acting through each entity's respective Manager, shall, in accordance with its respective limited liability company agreements, duly solicit the Interestholders' Approvals as soon as practicable following the delivery of the Offer Document to all holders of LLC Interests, for the purpose of such holders' considering and approving the Merger, this Agreement and the transactions contemplated hereby.
BCEF and Market Partners have each heretofore furnished or made available to BCI a complete and correct copy of each entity's respective Certificate of Formation and limited liability company agreement, each as amended to date.
As a result of the Merger, the separate corporate existence of BCEF and Market Partners shall cease and BCI Sub shall continue as the surviving limited liability company of the Merger (the "Surviving Corporation") and shall succeed to all the rights, privileges, powers and franchises and assume all the restrictions, disabilities, duties and obligations of each of BCEF and Market Partners in accordance with the DLLCA.
If necessary, on or before the Closing Date, the Company shall provide BCEF and Market Partners with a revised Schedule 3.10, based on the BCI Insider Representations, which accurately sets forth the beneficial ownership of LLC Interests by BCI Insiders as of the Closing Date.
The Company, BCEF and Market Partners hereby appoint the Escrow Agent to serve as, and the Escrow Agent hereby agrees to act as, escrow agent and paying agent (in such latter capacity, the "Paying Agent") upon the terms and conditions of this Agreement.