Examples of BRP Companies in a sentence
As promptly as practicable, the Vendor will, and will cause the BRP Companies to, cooperate with the Purchaser in securing the Debt Financing by (i) assisting the Purchaser in the preparation of offering materials, (ii) making members of management available at reasonable times and intervals for meetings with prospective lenders or purchasers of bonds and (iii) taking such other actions as the Purchaser may reasonably request, including requesting Ernst & Young LLP to issue a “comfort letter” and consent.
Schedule 3.1.20 sets forth (i) the name of each Person with whom each of the BRP Companies maintains an account or safety deposit box and the names of all Persons authorized to draw thereon or to have access thereto; and (ii) the name of each Person holding a general or special power of attorney from any of the BRP Companies for banking purposes and a summary of the terms thereof.
The Corporate Records of each of the BRP Companies are, in all material respects, complete and accurate, are maintained in accordance with all applicable Laws and contain copies of all constating or incorporating documents, by-laws and resolutions passed by the shareholders and directors of each of the BRP Companies since the date of their incorporation.
Except as disclosed in Schedule 3.1.35.1, to the Knowledge of the Vendor, each of the BRP Companies is and has been in all material respects in compliance with any applicable Environmental Law.
At the Closing one or more of the BRP Companies will have exclusive ownership and control over all of the BRP Bank Accounts and all amounts therein (including the amount of the cash payments contemplated by Sections 4.9.5 and 4.10) and sole authority over transactions related to such accounts, including all disbursements.
The Vendor and the BRP Companies have conducted and are conducting the business of the BRP Business Segment in accordance with all applicable Laws, except to the extent such non-compliance has not had and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Vendor nor any of the BRP Companies has received any notice of any alleged violation of any such Laws.
Except as disclosed in Part 2 of Schedule 3.1.32, there is no action, demand, suit, investigation, arbitration or other proceeding pending or, to the Knowledge of the Vendor, threatened against, with respect to, or affecting in any manner, the Vendor (in connection with the BRP Business Segment) or any of the BRP Companies.
Remaining letters in the 12 o’clock position are illegible, but likely ‘NEX’.
All liabilities and obligations of the Vendor and the BRP Companies necessary to satisfy their respective obligations relating to the product recalls initiated prior to July 31, 2003 as set forth in Schedule 3.1.30 were provisioned for with adequate reserves for such matters as of July 31, 2003 set forth in the July 31 Audited Financial Statements, and there is no fact that indicates that such provisions were materially understated as of July 31, 2003.
Each of the BRP Companies is and, after the Reorganization, will be the sole owner of, and has a good and valid title to or (in the case of property held under a lease) an enforceable lease with respect to or (in the case of property held under other Contract) an enforceable interest in or right to use, all of the assets used or held for use by such BRP Company, in each case free and clear of all Encumbrances other than Permitted Encumbrances.