Examples of SHE Company in a sentence
Each SHE Company is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which it conducts business, except for those jurisdictions in which the failure to be so qualified or licensed and in good standing has not had and would not be reasonably expected to have a Company Material Adverse Effect.
Each SHE Company is in compliance with, and has complied for the past five (5) years with, all applicable Laws in all material respects, and in the past five (5) years no SHE Company has received written or, to the Company’s Knowledge, oral notice of any alleged violation of or non-compliance with any applicable Law.
The SHE Companies have performed in all material respects all obligations imposed on them in the Company Material Contracts, and no SHE Company is, and, to the Knowledge of the Company, no other party thereto is, in material breach or default thereunder, nor, to the Knowledge of the Company, has any event occurred that with notice or lapse of time or both would constitute a material breach or default thereunder.
Since December 31, 2015 through the date of this Agreement, except as set forth on Schedule 3.10, each SHE Company has (a) conducted its business only in the ordinary course of business, (b) not been subject to a Company Material Adverse Effect and (c) has not taken any action or committed or agreed to take any action that would be prohibited by Section 6.2(b) if such action were taken on or after the date hereof without the consent of Buyer.
With respect to each Company Lease Agreement, there is not any existing material default or event of default (or, to the Knowledge of the Company, event which with notice or lapse of time, or both, would constitute a material default) by a SHE Company or, to the Company’s Knowledge, any other party to any Company Lease Agreement, in either case, which has not been fully remedied, withdrawn or waived, and no rentals are past due beyond normal grace periods.
Except as set forth on Schedule 3.20, no SHE Company has incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transactions contemplated hereby.
Buyer has been provided with true and correct copies of the Governing Documents of each SHE Company, each as amended and in full force and effect as of the date hereof.
No SHE Company is in violation of any of the provisions of such SHE Company’s Governing Documents in any material respect.
Each SHE Company has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
No benefit under any Company Benefit Plan will be established, or become accelerated, vested or payable, and none of the Company Benefit Plans will require a SHE Company or any ERISA Affiliate thereof to fund any Liabilities or place in trust or otherwise set aside any amounts due under such plans, by reason of any transaction contemplated under this Agreement.