SPEQ definition
Examples of SPEQ in a sentence
This Agreement and each agreement, document and instrument executed and delivered by the Company, SPEQ and/or any Stockholder pursuant to this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company, SPEQ and/or such Stockholder enforceable in accordance with their terms.
Except as set forth on Schedule 2.14, no approval, consent, authorization or exemption from or filing with any person or entity not a party to this Agreement is required to be obtained or made by either the Company or SPEQ in connection with the execution and delivery of this Agreement and the Transaction Documents or the consummation of the transactions contemplated hereby and thereby.
Buyer, in its sole discretion, shall be satisfied, with the results of its legal, accounting, business and other due diligence review of the Company and SPEQ.
No claim has ever been made by an authority in a jurisdiction where the Company and SPEQ do not file reports and returns that the Company and SPEQ are or may be subject to taxation by that jurisdiction.
The Company and each of the Stockholders jointly but not solidary, hereby make the covenants and agreements set forth in this Section 3 to the extent that such covenants and agreements relate to, or constitute obligations of, the Company and each of the SPEQ Stockholders, jointly but not solidary, hereby make the covenants and agreements set forth in this Section 3 to the extent that such covenants and agreements relate to, or constitute obligations of, SPEQ.
The personal guaranties issued by each of the Principal Stockholders and SPEQ to Toronto Dominion Bank on behalf of the Company shall have been terminated.
On the Closing Date, Buyer shall have received from M▇▇▇▇▇▇▇ T▇▇▇▇▇▇▇, counsel for the Company, SPEQ and the Principal Stockholders, an opinion as of said date, in form of Exhibit F attached hereto.
Except as disclosed in Schedule 2.23 or in any other Schedule hereto, neither the Company nor SPEQ is subject to or bound by any agreement, judgment, decree or order which may materially and adversely affect its business or prospects, its condition, financial or otherwise, or any of its assets or properties.
Since January 31, 1997, each of the Company and SPEQ has conducted its business only in the ordinary course and consistently with its prior practices.
The physical properties and assets of the Company and SPEQ are insured to the extent disclosed in Schedule 2.20 and all such insurance policies and arrangements are disclosed in said Schedule.