Examples of NBCU Entities in a sentence
Each of the NBCU Entities has all necessary corporate power and authority to execute and deliver each of the Transaction Agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby.
Each of the Transaction Agreements to which it is a party has been or, upon execution, shall have been duly executed and delivered by each of the NBCU Entities, and (assuming due authorization, execution and delivery by the other parties) constitutes or, upon execution, shall constitute legal, valid and binding obligations of each of the NBCU Entities, enforceable against each of the NBCU Entities in accordance with its terms.
Except as set forth in this Section 8.04 or contemplated by the Transaction Agreements or the 2005 Agreements, none of the NBCU Entities owns any securities of the Company or has any Contract or relationships (legal or otherwise) with any Person with respect to any securities of the Company.
The execution and delivery by each of the NBCU Entities of each of the Transaction Agreements to which it is a party, the performance by each of the NBCU Entities of its obligations thereunder and the consummation by each of the NBCU Entities of the transactions contemplated thereby have been duly authorized by all requisite action on the part of each of the NBCU Entities and its stockholders.
CIG has provided the Company and the NBCU Entities with a copy of a commitment letter (the “Equity Commitment Letter”) which evidences that CIG shall have, subject to the satisfaction of the conditions contained therein, funds sufficient to consummate all the transactions contemplated to be performed by CIG by the Transaction Agreements to which CIG is a party.
The assignment of each of the Call Agreement, the Escrow Agreement and the Noncompete Agreements by the NBCU Entities to CIG as set forth in Section 2.02(a) does not require the consent of any Person.
The Company has made available to CIG and the NBCU Entities accurate and complete copies of all Company Stock Option Plans pursuant to which the Company has granted the Company Stock Awards that are currently outstanding and the form of all stock award agreements evidencing such Company Stock Awards.
Each of the Call Agreement, the Escrow Agreement and the Noncompete Agreements is in full force and effect and constitutes the legally valid and binding obligation of the NBCU Entity that is a party to such agreement and, to the knowledge of the NBCU Entities, each of the other parties thereto.
Notwithstanding the foregoing, CIG and the NBCU Entities shall not unreasonably withhold, condition or delay consent to any settlement involving a release of the Company and payment by the Company of an amount not exceeding the deductible under any insurance policy covering claims asserted in such litigation.
The NBCU Entities shall jointly and severally indemnify and hold harmless CIG and its Affiliates from and against any and all Losses which are incurred or suffered by CIG or any of its Affiliates by reason of, or relating to, any liabilities, obligations or commitments relating to or arising out of any breach of the Call Agreement, the Escrow Agreement or the Noncompete Agreements by an NBCU Entity prior to the Commencement Date.