Examples of Parent Letter in a sentence
As of October 17, 1997, the Trust beneficially owned 51,302,015 SLT Units and Parent and its subsidiaries beneficially owned 51,302,015 SLC Units and the remaining issued and outstanding SLT Units and SLC Units were owned by the persons and in the quantities set forth in Section 2.2 of the Parent Letter.
Except as set forth in Section 2.15 of the Parent Letter, neither Parent nor any of its Subsidiaries has infringed any Intellectual Property Rights of any third party other than any infringements that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
The information set forth in the Parent Letter by Parent for purposes of this Agreement is true and accurate in all material respects.
The approximate aggregate amount of indebtedness of the Parent Companies and their respective Subsidiaries as of September 30, 1997, is set forth in Section 2.7 of the Parent Letter.
For purposes of this Agreement, “Knowledge of Parent” means the actual knowledge of the individuals identified in Section 2.8(a) of the Parent Letter.
Notwithstanding the first sentence of this Section 5.4, neither the Company nor any of its accountants, counsel, financial advisors or other representatives shall have access to any information relating to the matters described in Section 5.4 of the Parent Letter.
Except as disclosed in Item 5.13 of the Parent Letter or in the Parent Filed SEC Documents, neither Parent nor any of its Subsidiaries is subject to any outstanding judgment, order, writ, injunction or decree that would reasonably be expected to have a Material Adverse Effect on Parent or prevent or materially delay the consummation of the Offer and/or the Merger.
Except as set forth in Section 2.2 of the Parent Letter, Exhibit 21 to the Annual Report on Form 10-K of the Parent Companies for the year ended December 31, 1996 (the "Parent Annual Report"), as filed with the Securities and Exchange Commission (the "SEC"), is a true, accurate and correct statement in all material respects of all the information required to be set forth therein by the rules and regulations of the SEC.
Other than the aggregate number of Parent Partnership Units owned by the limited partners of Parent OP set forth in Section 4.05(a) of the Parent Letter, Parent directly owns all of the issued and outstanding Parent Partnership Units of Parent OP, free and clear of any Liens, and all Parent Partnership Units have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights.
Except for the Confidentiality Agreement, this Agreement (together with the Company Letter and the Parent Letter) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.