SC Vessel definition
Examples of SC Vessel in a sentence
Subversive shall ensure that all of the Merger Consideration (including if applicable the Trading Price Consideration) are duly authorized, authorized fully-paid, nonasssessable and validly issued to SC Vessel as required hereby and issued in accordance with all applicable Laws.
Each of SC Vessel, OG Enterprises and OG Branding is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein require it to so qualify, except where the failure to be so qualified would not have a Material Adverse Effect.
The OG Enterprises Transaction shall become effective at such time as the Certificate of Merger, accompanied by payment of the filing fee (as provided in the DGCL), has been examined by and accepted for filing by the Secretary of State of the State of Delaware or at such other time set forth in the Certificate of Merger as mutually agreed by Subversive and SC Vessel (the “Effective Time”).
Complete and correct copies of the Organizational Documents of Subversive and all amendments thereto have been made available to SC Vessel.
Each of Subversive, OG Enterprises and ▇▇▇▇▇▇ will indemnify and hold harmless SC Vessel and SC Branding for the amount of any Taxes levied or imposed on or paid by any person hereunder (whether or not correctly levied, imposed or paid) as a result of (i) the transactions contemplated by this Agreement resulting in any Tax Liability, and (ii) any indemnification or reimbursement paid hereunder.
The parties expressly agree that all rights of indemnification that SC Vessel or its Affiliates or related parties were entitled to under the Organizational Documents of OG Enterprises and OG Branding and its Affiliates shall be assumed by ▇▇▇▇▇▇ and Subversive at Closing (“Indemnitors”).
Each of (i) SC Vessel and (ii) to the Knowledge of SC Vessel, OG Enterprises and OG Branding complies, and has at all times complied, with all Improper Payment Laws.
The SC Vessel Fundamental Representations shall be true and correct in all respects as of the Effective Time with the same effect as if made as of the Effective Time (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such specified date), except where the failure of any such representations and warranties to be so true and correct has not had a Material Adverse Effect.
No Government Official has, directly or indirectly, the right of control over, or any beneficial interest in SC Vessel.
SC Vessel shall provide to Subversive in writing all necessary information concerning SC Vessel reasonably requested by Subversive that is required by Law to be included in the Prospectus.