MIPA definition
Examples of MIPA in a sentence
This Agreement together with the MIPA constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and is not intended to confer upon any Person, other than the Parties hereto and their Permitted Transferees, any rights or remedies hereunder.
Upon request by either party, the other party agrees to provide such information, to execute and deliver such documents and to take, or forbear from taking, such actions or provide such further assurances as reasonably may be necessary to correct any errors in documentation, to comply with any and all laws to which such party is subject or to effect the terms described in the MIPA.
The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date (as defined in the MIPA) (the “Closing Date”), and immediately following the consummation of the Acquisition.
Reference is made to that certain Membership Interest Purchase Agreement to be entered into by and among, other Persons, New Borrower, as “Buyer” and an entity separately disclosed to the Administrative Agent and the Lenders (the “Project H Target”) (the “MIPA”), pursuant to which, among other things, New Borrower shall purchase all of the membership interests of the Project H Target subject to, and in accordance with the terms and conditions of the MIPA (the “Project H Acquisition”).
Notwithstanding the foregoing, the Administrative Agent and the Lenders confirm that the Project H Acquisition, if completed in accordance with the terms of the MIPA and the other provisions of the definition of Permitted Acquisition, shall constitute a Permitted Acquisition.