Enson definition
Examples of Enson in a sentence
The Grantor and the Secured Party have entered into a Amended and Restated Credit Agreement dated as of November 1, 2010 (as the same may hereafter be amended, supplemented, extended, restated, or otherwise modified from time to time, the “Credit Agreement”) pursuant to which the Secured Party has agreed to extend to the Grantor certain credit accommodations consisting of a revolving credit and a term loan to finance in part the Acquisition (Enson) (as defined in the Credit Agreement).
All of the Gemstar Polyfirst Shares have been duly authorized, are validly issued, fully paid and non assessable and are owned and held of record: one by Enson and the other one by C.G. Development in trust for Enson.
No Company has any material debts, liabilities or obligations of any nature relating to or in connection with its business or operations that are not (i) set forth on the face of the unaudited consolidated financial statements and disclosure notes of Enson as at August 31, 2010 or (ii) other than through any breach or default by the Companies, incurred in the ordinary course of business consistent with past practice since August 31, 2010.
Enson and Seller shall have ten (10) Business Days from receipt thereof to submit a Dispute Notice to the other and to Auditor setting forth any adjustments that either, in good faith, makes to such Audited Accounts and Company Earnings, and Enson, Buyer and Seller shall, in good faith, work to promptly resolve all issues set forth in such Dispute Notice.
The accompanying unaudited consolidated pro forma balance sheet of the Borrower as at the Effective Date, adjusted to give effect to the consummation of the Acquisition (Enson), the transactions contemplated by the Transaction Documents, and the financings contemplated hereby as if such transactions had occurred on such date (excluding the impact of the revaluation of the balance sheet in accordance with FASB 141 “Business Combinations”), is consistent in all material respects with such projections.
All representations and warranties of the Borrower, and, as of the date hereof, to the knowledge of the Borrower, the Seller (Enson), in the Acquisition Agreement (Enson) are true and correct in all material respects.
Buyer shall promptly make available to the Seller and/or the Auditor, as applicable, all information (as in the possession or control of the Buyer and Enson) and personnel who prepared such information as may be reasonably required to enable the Auditor’s preparation of the report pursuant to Section 1.3(a)(i), including, without limitation, the calculation of the Net Assets by Enson and rendering of the Auditor’s Decision, as applicable.
The Borrower shall, and shall cause each Restricted Subsidiary to, make all payments and otherwise perform all obligations in respect of all material contracts to which the Borrower or any Restricted Subsidiary is a party, including without limitation the Acquisition Documents (Enson).
Schedule 4.18 sets forth as of the date of this Agreement (after giving effect to the Acquisition (Enson)) a list of all Subsidiaries, the number and percentage of the shares of each class of Equity Interests owned beneficially or of record by the Borrower or any Subsidiary therein and the jurisdiction of incorporation of each Subsidiary, and designates whether such Subsidiary is a Restricted Subsidiary.
The CG Group Share has been duly authorized, is validly issued, credited fully paid and non assessable and is owned and held of record by Enson.