PAEM definition
Examples of PAEM in a sentence
The minute books of PAEM are complete and correct, in all material respects, with respect to all matters that are material to PAEM and contain copies of all resolutions passed by the directors and shareholders of PAEM.
Parent and the Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct of Vestar or PAEM.
In addition to the Fee, Parent and the Company hereby jointly and severally agree, at the direction of Vestar or PAEM, as the case may be, to pay directly or reimburse Vestar or PAEM for its reasonable Out-of-Pocket Expenses incurred after the Closing Date in connection with the services provided for in Paragraph 2 hereof.
PAEM shall provide a copy of the approved Annual Business Plan and Budget and each approved amendment thereto to each of the Shareholders.
None of Parent and the Company shall be obligated to make any payment to Vestar or PAEM hereunder unless and until the Closing Date has occurred.
Subject to all applicable provisions of New York law that impose fiduciary duties upon Vestar , PAEM or their respective partners or affiliates, nothing herein shall in any way preclude Vestar , PAEM or their respective partners, officers, employees or affiliates from engaging in any business activities or from performing services for its or their own account or for the account of others, including for companies that may be in competition with the business conducted by the Company.
Except as may be reasonably required in connection with this Agreement or in respect of the Transactions, the registers of shareholders and registers of share transfers of PAEM contained in its minute books are complete and accurate in all material respects.
No action or proceeding has been commenced or filed by, or against, PAEM or its Subsidiaries which specifically seeks receivership, liquidation, bankruptcy, or any other similar proceeding in respect of PAEM or its Subsidiaries, or the appointment of a trustee, receiver, liquidator, custodian or other similar officer for PAEM or its Subsidiaries.
To the Knowledge of Orca, each of PAEM and PAEM's Subsidiaries is in compliance, in all material respects, with all Applicable Law applicable to its business, or operations, and Orca has not received written notice of, and each of PAEM and its Subsidiaries has not been charged with, any violation of any Applicable Law.
No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Swala or Swala Parent in connection with the Transactions, except as set out in Swala's Disclosure Letter, and no Person is entitled to any fee or commission or like payment in respect thereof for which Orca or PAEM will have any obligation or liability.