Equitable Exception definition

Equitable Exception shall have the meaning set forth in Section 2.4(c).
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Equitable Exception has the meaning set forth in Section 2.11(b).
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Examples of Equitable Exception in a sentence

  • The Guarantee is in full force and effect and is a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms (subject to the Equitable Exception), and no event has occurred which, with or without notice, lapse of time or both, could constitute a default on the part of the Guarantor under such Guarantee.

  • This Agreement has been duly executed and delivered and, assuming due execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against them in accordance with its terms, subject to the Equitable Exception.

  • This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇ and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Partnership, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub and is enforceable against Parent and Merger Sub in accordance with its terms, subject to the Equitable Exception.

  • This Agreement, assuming due execution and delivery by the respective parties hereto, constitutes the legal, valid and binding obligations of the Seller, enforceable against it in accordance with their respective terms, subject to the Equitable Exception.

  • This Agreement and the other Transaction Agreements to which either Parent or Merger Sub is a party have been duly executed and delivered by them and, assuming due execution and delivery by the other parties thereto, constitute the legal, valid and binding obligation of Parent and Merger Sub, enforceable against them in accordance with its terms, subject to the Equitable Exception.

  • Except as would not, individually or in the aggregate, reasonably be expected to be material to the Target Companies, General Partner Entities and Sponsored Funds, taken as a whole, each Subscription Facility is valid, binding and enforceable against the applicable Sponsored Fund and each other party thereto, and is in full force and effect, except as may be limited by the Equitable Exception.

  • The Synthetic Equity Consideration provided to the Seller pursuant to this Agreement and the Synthetic Equity Consideration Instrument have been duly authorized by all necessary limited liability company action of the Saffron HoldCo. The Synthetic Equity Consideration Instrument, when executed and delivered pursuant to this Agreement, will constitute a valid and legally binding obligation of Saffron HoldCo in accordance with its terms (except as enforcement may be limited by the Equitable Exception).

  • This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub and is enforceable against Parent and Merger Sub in accordance with its terms, subject to the Equitable Exception.

  • Each such Material Contract is in full force and effect, except as may be limited by the Equitable Exception.

  • Except as would not, individually or in the aggregate, reasonably be expected to be material to the Target Companies, General Partner Entities and Sponsored Funds, taken as a whole, each Asset Financing Facility is valid, binding and enforceable against the applicable Subsidiary of the Sponsored Fund and, to the Knowledge of the Seller, each other party thereto, and is in full force and effect, except as may be limited by the Equitable Exception.