Examples of Buyer Group Entities in a sentence
None of the Buyer Group Entities has received any notice from any insurer or agent of such insurer that (i) substantial capital improvements or other expenditures will have to be made in order to continue any insurance policy or instrument pursuant to which any Buyer Group Entity is insured (a “Buyer Insurance Policy”) or (ii) such insurer has cancelled or terminated or has initiated procedures to cancel or terminate any Buyer Insurance Policy.
The Buyer Group Entities are in compliance with the terms of all insurance policies in all material respects; and there are no material claims by any of the Buyer Group Entities under any such insurance policy as to which any insurance company is denying liability or defending under a reservation of rights clause.
None of the Buyer Group Entities, nor any of their respective officers or directors has employed any broker, finder or other person or incurred any liability on behalf of any MLP Group Entity, any Buyer Group Entity or itself for any advisory, brokerage, finder, success, deal completion or similar fees or commissions in connection with the transactions contemplated by this Agreement, other than fees to be paid to Sxxxxxx & Company International.
The Buyer Group Entities are in compliance with the terms of all Buyer Insurance Policies in all material respects; and there are no material claims by any of the Buyer Group Entities under any such Buyer Insurance Policy as to which any insurance company is denying liability or defending under a reservation of rights clause.
The conclusions expressed herein represent our judgment as to the proper treatment of certain aspects of the Offer and the Merger under the income tax laws of the United States based upon the Code, Treasury Regulations, case law, and rulings and other pronouncements of the Internal Revenue Service (the "IRS") as in effect on the date of this opinion.
Prior to the Closing, the MLP Parties will provide the Buyer Parties such information, and make available such personnel, as the Buyer Parties may reasonably request in order to assist any of the Buyer Group Entities in connection with financing activities, including any public offerings to be registered under the Securities Act or private offerings.
The Buyer Group Entities own, hold, maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel and businesses in amounts required by applicable Law and customary for the businesses in which they operate.
None of the Buyer Group Entities is, nor will any of the Buyer Group Entities be following the consummation of the Merger and Sale Transactions, an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Except as would not, individually or in the aggregate, constitute a Buyer Material Adverse Effect, none of the Buyer Group Entities has received any written notice from any insurer or agent of such insurer that such insurer has cancelled or terminated or has initiated procedures to cancel or terminate any insurance policy.
Except as would not individually constitute a Buyer Material Adverse Effect, none of the Buyer Group Entities is a party or subject to or in default under any Order applicable to it or any of its properties, assets, operations or business.