Filet definition
Examples of Filet in a sentence
The Purchased Assets shall not include, and Seller and Filet shall retain all right, title and interest in and to, all assets of any nature whatsoever of Seller and Filet not listed on Schedule 1.1.
In entering into this Agreement, Buyer and Hercules have relied solely on their own investigation and analysis, and except as set forth in the Transaction Documents, neither Seller, Filet nor any of their Related Parties, including without limitation the Purchasing Owners, makes or has made any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or made available to the Buyer, Hercules or their advisors or Affiliates.
Buyer will be liable for, and Seller and Filet will have no obligation with respect to, any Liabilities directly or indirectly resulting from, relating to, arising out of, or attributable to the operation and ownership of, or conditions occurring with respect to, the Purchased Assets after the Effective Time.
The Management Service Agreements, which are described on Schedule 6.9, between Seller and Filet, on one hand, and Buyer on the other hand, will be terminated effective as of Buyer’s receipt of full payment from the customer utilizing the Drilling Rig for the periods on or prior to the Effective Time; provided, however, that all payments by Seller pursuant to subparts (b), (c) and (e) of Schedule 6.9 will cease was of the Closing Date.
The same applies to the Redmile Investors, Kendal Global and Filet Capital.
At the Closing, on the terms and subject to the conditions set forth in this Agreement, Seller and Filet will sell, convey, transfer, assign and deliver to Buyer all of the assets and properties of Seller and Filet listed on Schedule 1.1 hereto, subject to consumption and replenishment by Seller and Filet in the ordinary course of business (collectively, the “Purchased Assets”).
All receivables pursuant to drilling contracts entered into by Buyer for the benefit of Seller and Filet for periods on or prior to the Effective Time shall be for the account of Seller and Filet, and the Liabilities payable by Seller and Filet pursuant to such Management Service Agreements on or prior to the Effective Time will be offset from these receivables.
Promptly following the Closing, but in any event within sixty (60) days after the Closing Date, Buyer shall remove, or cause to be removed, from the Purchased Assets, any markings bearing the name “Porterhouse Offshore” or “Filet” (including any variations or derivations thereof) or any trademarks, trade names or logos of Seller, Filet or any of their Affiliates.
None of Seller, Filet or any of their Affiliates has any employees who perform any function relating to the Drilling Rig.
The employee has the right to attach a response to any such letter, in accordance with Article XIII §13.6 (Personnel Filet.