Examples of Conveyed Entities in a sentence
The representations and warranties of the Conveyed Entities contained in Article IV shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing, as if made as of the Closing (except that representations and warranties that are expressly made as of a specific date need be true in all material respects only as of such date).
The Conveyed Entities and the Shareholders have the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
Such organizational documents are in full force and effect, as of the date hereof, and none of the Conveyed Entities nor any of their Subsidiaries is, or will be, in violation, in any material respect, of any provision of such organizational documents as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
The Conveyed Entities and the Shareholders shall have furnished Republic and the Republic Subsidiaries with a certificate of the Shareholders, dated the Closing Date, to the effect that the conditions set forth in Sections 7.2(a), (b) and (c) have been satisfied.
Except as set forth on Schedule 4.11, as of the date hereof, there is no material Litigation pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened by or against any Conveyed Entity or any of its Subsidiaries or with respect to any of their respective properties or assets, which is not fully covered by the insurance policies referenced in Section 4.12 (excluding any applicable deductibles) or which if adversely determined would have a Material Adverse Effect.