BHN definition
Examples of BHN in a sentence
BHN is a company duly organized, validly existing and in good standing under the laws of the state of New York.
Each of this Agreement and the Additional Agreements have been duly executed and delivered by Parent, LuxCo and BHN and it constitutes a valid and legally binding agreement of Parent, LuxCo and BHN, enforceable against them in accordance with its terms.
The execution, delivery and performance by Parent, LuxCo and BHN of this Agreement do not and will not (i) contravene or conflict with the organizational or constitutive documents of Parent, LuxCo or BHN, or (ii) contravene or conflict with or constitute a violation of any provision of any Law, judgment, injunction, order, writ, or decree binding upon Parent, LuxCo or BHN.
The execution, delivery and performance by Parent, LuxCo and BHN of this Agreement and the Additional Agreements and the consummation by Parent, LuxCo and BHN of the transactions contemplated hereby and thereby are within the corporate powers of Parent, LuxCo and BHN, and have been duly authorized by all necessary corporate action on the part of Parent, LuxCo and BHN.
In the event that Parent, LuxCo or BHN is entitled to any indemnification pursuant to this Article X, Parent, BHN or LuxCo shall be entitled to set off any amounts owed to Sellers pursuant to Section 10.2 and/or against the amount of such indemnification.
Except as set forth in the corresponding section of the disclosure schedules delivered to Company and Sellers concurrently herewith, each of Parent, LuxCo and BHN, jointly and severally, hereby represents and warrants to Company and Sellers that each of the representations and warranties set forth in Exhibit 4 is true, correct and complete as of the date of this Agreement and as of the Closing Date.
The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses.
Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.
For and in consideration of Parent and LuxCo agreeing to enter into this Agreement with Sellers and Company, each of Sellers and Company hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account and hereby agrees that it will not seek recourse against the Trust Account for any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent, LuxCo or BHN.
In the event that Parent, LuxCo or BHN are entitled to any indemnification pursuant to this Article, and Parent, LuxCo or BHN are unable to set off such indemnification pursuant to Section 10.5, Sellers may pay the amount of the indemnification (subject to the limitation set forth in Section 10.1) in shares of Parent Common Stock at Fair Market Value.