MSAW definition
Examples of MSAW in a sentence
Notwithstanding the foregoing, no Loan Party shall, and no Loan Party shall permit any Subsidiary to, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to the MSACL Promissory Notes (other than, for the avoidance of doubt, MSAW and MSA Safety Pittsburgh in respect of their direct obligations thereunder).
Immediately prior to the effectiveness of the division, MSAW will make a cash capital contribution in the amount of $41.3 million to MSA (the “FMV Contribution”), which amount represents the net fair market value (the “FMV”) of the operating assets and specified liabilities to be transferred.
Notwithstanding the foregoing, no Obligor shall, and no Obligor shall permit any Subsidiary to, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to the MSACL Promissory Notes (other than, for the avoidance of doubt, MSAW and MSA Safety Pittsburgh in respect of their direct obligations thereunder).
Following the Plan of Division and the transactions contemplated by the Merger Agreement, and in accordance therewith, MSA Safety Jacksonville Manufacturing, LLC, a newly formed Pennsylvania limited liability company (“MSAJ”) and a Wholly-Owned Subsidiary of MSAW, shall be the ultimate transferee of the operating assets and specified liabilities described as the “MSA SJM Assets” and the “MSA SJM Liabilities” in the Plan of Division (as defined below).
Domestic Guarantor shall mean separately, and Domestic Guarantors shall mean collectively, US Borrower, MSACL, ▇▇▇▇, GMTL, GMI, MSAII, MSAW, MSDL, MTL, MIL and each other Person which joins this Agreement as a Domestic Guarantor after the date hereof.
Barriers that continue to impact MSAW patients accessing care at health centers include the population’s mobility, legal status concerns, and language barriers.
At that point, MSAW held all of the outstanding equity of ▇▇▇▇ (including the General Monitors entities), MSASD (including the two intellectual property Subsidiaries) and MSAII (including its Subsidiaries).
Project Horizon contemplates, on the second (2nd) Business Day after the completion of the Division and other transactions contemplated by Project ▇▇▇, the sale by MSAW to an unrelated third party of its entire equity interest in MSACL (the “Equity Sale”) pursuant to the Purchase Agreement (as defined below) and the related Transaction Documents (as such term is defined in the Purchase Agreement; the Purchase Agreement and such Transactions Documents are collectively, the “Equity Sale Documents”).
The FMV was determined by MSAW based on a valuation performed by ▇▇▇▇▇, LLC (formerly Duff & ▇▇▇▇▇▇) (“▇▇▇▇▇”), as evidenced by a fairness opinion dated December 28, 2022 delivered by Kroll to the Board of Managers of MSA prior to making the FMV contribution (the “Kroll Fairness Opinion”).
Guarantor shall mean separately, and Guarantors shall mean collectively, MSACL, ▇▇▇▇, GMTL, GMI, MSAII, MSAW, MSDL, MTL, MIL and each other Person which joins this Agreement as a Guarantor after the date hereof.