CPGP definition
Examples of CPGP in a sentence
Each member of the CPGP Group and the Arnaiz Group agrees to indemnify and hold harmless the New Investors and their agents, attorneys, successors and assigns against any losses, claims, damages, or liabilities (or actions in respect thereof) arising from any breach of their respective representations and warranties contained in 5.1.1, 5.1.2, and 5.1.3 above.
The CPGP Group has the legal capacity and authority to enter into this Agreement.
Any member of the CPGP Group holding office, in either an elected or appointed position, agrees to submit a letter of resignation upon signing this Agreement, which will be effective no later than the closing of the transaction contemplated by this Agreement in conjunction with the Agreement for Purchase and Sale of Stock with the Purchasers referred to in 5.1.13 and 5.1.14, above.
Upon payment of the obligations described in the immediately preceding sentence, Escrow Agent is authorized to release the moneys provided for in 4.1.1. above to members of the CPGP Group and the Arnaiz Group, provided that the Escrow Agent receives a written authorization for disbursement signed by each respective member of the Arnaiz Group and the CPGP Group.
Delivery of the Shares by the CPGP Group and the Arnaiz Group to the Company pursuant to this Agreement will transfer all legal and equitable title to more than 90% of the issued and outstanding common stock of the Company.
The CPGP Group shall assume all ownership in said corporation pursuant to the terms of the Rescission Agreement and shall hold Purchasers harmless, indemnifying them against any liability or claim arising from said corporation.
The CPGP Group jointly and severally agree to execute, acknowledge, seal and deliver, after the date hereof, without additional consideration, such further assurances, instruments and documents, and to take such further actions, as the Company may request in order to fulfill the intent of this Agreement and the transactions contemplated hereby.
There is no fact known to the CPGP Group, regarding the Company's financial condition, results of operations, business, or prospects, which has not been disclosed in this Agreement; or which materially adversely affects the accuracy of the representations and warranties contained in this Agreement.
The CPGP Group shall return for cancellation, at no expense to the Company (i.e., transfer agents fees and costs), any and all stock acquired for themselves or for others who may have acquired stock, in any form, kind, or nature ( Sellers Stock) all in accordance with the Articles and Bylaws of the Company and subject to and approved by the Company.
Neither the Company nor the CPGP Group make any representations or warranties with respect to tax loss carry-forwards.