MGM Parent definition

MGM Parent has the meaning set forth in the Preamble to this Agreement. MGM Release and Indemnity means the Release and Indemnity in the form attached hereto as Exhibit C. MGM Seller has the meaning set forth in the Preamble to this Agreement.
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Examples of MGM Parent in a sentence

  • Each of the representations and warranties of RMHI, the Rainbow Buyers, MGM Parent and MGM Seller contained in this Agreement shall survive the Closing for a period of eighteen (18) months following the Closing Date; provided, however, that the representations and warranties contained in Section 3.03 shall survive the Closing indefinitely.

  • The representations and warranties of RMHI and each Rainbow Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if then made, and MGM Parent and MGM Seller shall have received a certificate from each of RMHI and each Rainbow Buyer to such effect signed by a duly authorized officer thereof.

  • Each of MGM Parent and MGM Seller has all requisite corporate power and authority to (i) execute, deliver and perform this Agreement, the Releases and Indemnities (to the extent a party thereto) and the ▇▇▇▇ of Sale, (ii) approve, adopt and consummate the transactions contemplated hereby and thereby, and (iii) perform its obligations hereunder and thereunder.

  • Neither MGM Seller nor MGM Parents has on behalf of either AMCC or IFC LLC entered into any Contract or understanding between AMCC or IFC LLC, on the one hand, and (i) MGM Parent or any Affiliate of MGM Parent or (ii) any other party, on the other hand.

  • MGM Parent and MGM Seller shall execute and deliver, to RMHI and the Rainbow Buyers the MGM Release and Indemnity at the Closing.

  • RMHI and the Rainbow Buyers shall have received a certificate from each of MGM Parent and MGM Seller to such effect signed by a duly authorized officer thereof.

  • Upon the terms and subject to the conditions set forth in this Agreement, at the Closing MGM Parent shall cause MGM Seller to, and MGM Seller shall, sell, assign, transfer, convey and deliver to the Rainbow Buyers, and RMHI shall cause the Rainbow Buyers to, and the Rainbow Buyers shall, purchase, acquire and accept, valid title to the MGM Interests free and clear of all Encumbrances.

  • RMHI and MGM Parent hereby acknowledge and agree, on behalf of themselves and their Affiliates, that the last distribution made by or in respect of AMCC, AMC, IFC LLC, IFC or WE was a distribution in the amount of $50,000,000 made on February 4, 2003, $10,000,000 of which was distributed to MGM Seller on such date.

  • The representations and warranties of MGM Parent and MGM Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if then made.

  • MGM Parent, MGM Seller and their Affiliates shall have performed in all material respects their respective agreements and covenants to be performed by each of them hereunder to the extent such are required to be performed at or prior to the Closing, including with respect to its closing deliveries in Section 6.02.