PAC3 definition
Examples of PAC3 in a sentence
A report from the PAC3 Registry and data dictionary will be provided to the investigator.
PAC3 understands that PAC3 shall be responsible for PAC3’s own Tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement and the Ancillary Agreements.
All documents, instruments and deliverables set forth in Sections 1.7(b), 1.8 and 1.9 to be delivered to PAC3 shall have been duly executed and delivered.
The execution, delivery and performance by PAC3 of each of this Agreement and the Ancillary Agreements has been, and the consummation by PAC3 of the transactions contemplated hereby and thereby have been, duly and validly authorized and approved by all necessary actions of PAC3.
PAC3 understands that the Class A Membership Interest and Class B Membership Interest are not presently registered and that there is no public market for the Class A Membership Interest and Class B Membership Interest.
In order to induce M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, New BD, PAC3 and F▇▇▇▇▇▇▇ to enter into this Agreement and consummate the transactions contemplated hereby, SMHG and the Company, jointly and severally, hereby make to M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, New BD, PAC3 and F▇▇▇▇▇▇▇, as of the date of this Agreement and the Closing Date (unless as explicitly set forth as otherwise), the representations and warranties contained in this Section 3, except as set forth in the corresponding Company Disclosure Schedule.
PAC3 understands that no Person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section and PAC3 has not relied on any other representations or information.
From and after the Closing, PAC3 agrees to defend, indemnify and hold the SMHG Indemnified Parties harmless from and against any and all Losses which may be sustained or suffered by any SMHG Indemnified Party based upon, arising out of, or by reason of (i) any breach of any representation or warranty made by PAC3 in this Agreement or any Ancillary Agreement, and (ii) any breach of any covenant or agreement made by PAC3 in this Agreement or any Ancillary Agreement.
SMHG, the Company, PAC3, M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and New BD entered into a Contribution Agreement, dated as of January 1, 2009, as amended by that certain Amendment No. 1, dated May 6, 2009, Amendment No. 2, dated September 8, 2009, and extension letter dated October 30, 2009 (collectively, the “Previous Agreement”), and desire to amend and restate the Previous Agreement in its entirety.
The copies of the Articles of Organization of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and New BD, as certified by the Secretary of State of New York, have been made available to PAC3, F▇▇▇▇▇▇▇, SMHG and the Company, are correct and complete as of the date hereof and M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and New BD are not in violation of any term of their respective Articles of Organization.