DBMH definition
Examples of DBMH in a sentence
The Parties agree that this Agreement and its contents, and any information provided or accessed hereunder are Confidential Information pursuant to the DBMH Investor Rights Agreement.
All material Taxes due and payable by the Company (taking into account applicable extensions), whether or not shown on such Tax Returns, have been timely paid, assuming that the DBMH Tax Information is correct and complete.
Wafra S has record and beneficial ownership of and good and valid title in and to the DBMH Interest free and clear of all Encumbrances, other than the Permitted Transfer Restrictions.
Upon delivery of the Purchased Interest to Purchaser on the Closing Date and upon payment therefor in accordance with this Agreement, Purchaser will directly acquire the Purchased Interest and indirectly acquire the DBMH interest, in each case free and clear of all Encumbrances, other than any Permitted Transfer Restrictions.
Neither the execution and delivery of this Agreement nor the performance or consummation of the Transaction will constitute an event that, with or without the lapse of time, or action by a third party, would reasonably be expected to result in a default under any of the foregoing or result in the creation of any Encumbrance upon the Purchased Interest or the DBMH Interest, other than Permitted Transfer Restrictions.
Seller’s ownership of the Wafra B Purchased Interest, Wafra B’s ownership of the Wafra S Purchased Interest and Wafra S’ ownership of the DBMH Interest has been conducted in all material respects in accordance with all applicable Laws.
All such Tax Returns have been filed in a manner consistent with the IRS Forms K-1 and other tax information provided to the Company by DBMH (the “DBMH Tax Information”), and, provided that the DBMH Tax Information is correct and complete, all such Tax Returns are correct and complete in all material respects.
Wafra S has all necessary power and authority to own and hold the DBMH Interest; to enter into, execute and deliver this Agreement and to perform all of the obligations to be performed by Wafra S hereunder.
Purchaser and its Controlled Affiliates have not relied on any express or implied representations or warranties regarding Seller, Wafra B or Wafra S or the Purchased Interest of the DBMH Interest in connection with the Transaction other than the representations and warranties of Seller contained in Article III of this Agreement, any representations and warranties of Seller in the Transfer Document and the representations and warranties of the Wafra Participation Entity made in Article IV.
Neither Seller nor the Company have entered into with any Person any options, calls, warrants, commitments or rights of any character whatsoever to acquire any interests in the Purchased Interest or the DBMH Interest.