Top Parent definition
Examples of Top Parent in a sentence
No assignment shall be made to Global Parent or any of its Subsidiaries, or to any of their respective Affiliates (including, for the avoidance of doubt, any Permitted Holder, Ultimate Parent, Liberty/Revolution Top Parent, Vitamin Top Parent or any of the Excluded Entities).
Section 4.22 of the Parent Disclosure Letter sets forth a list of the Top Parent Customers.
To the Knowledge of Parent, no Person is seeking to terminate or challenging the validity or enforceability of any Parent Material Contract, or each other material Contract with a Top Parent Counterparty, except such terminations or challenges which have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
On the terms and subject to the conditions set forth in this Agreement and the Offer, Merger Sub shall (and Top Parent, Parent and BBX Intermediate shall cause Merger Sub to) accept for payment, and pay for, all Shares that are validly tendered and not validly withdrawn pursuant to the Offer promptly (within the meaning of Section 14e-1(c) promulgated under the Exchange Act) after the Expiration Time (as it may be extended and re-extended in accordance with Section 1.1(c)(ii)).
Schedule 5.24 of the Parent Disclosure Letter contains a true, correct and complete list of Parent’s top ten (10) consignors or sellers based on unit volume during each of (i) the fiscal year ended December 31, 2021 and (ii) the nine (9) months ended September 30, 2022 (collectively, the “Top Parent Customers”) and includes the aggregate amount of net proceeds or payments received by Parent or any of its Subsidiaries from each such Top Parent Customer in each period described in clause (i) and (ii).
Each Parent Material Contract, and each other material Contract with a Top Parent Counterparty, is valid, binding and in full force and effect with respect to Parent and any of its Subsidiaries to the extent a party thereto and, to the Knowledge of Parent, each other party thereto, subject to the Bankruptcy and Equity Exception.
Top Parent, Parent and BBX Intermediate shall take all actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Transactions upon the terms and subject to the conditions set forth in this Agreement).
Following December 31, 2017 and prior to the date of this Agreement, none of the Top Parent Counterparties has cancelled or otherwise terminated or, to the Knowledge of Parent, threatened, or notified Parent in writing that it intends, to cancel or terminate or otherwise materially and adversely modify, its relationship with Parent or any of its Subsidiaries (excluding ordinary course renewals or renegotiations of contractual terms).
This Limited Guarantee is a guaranty of payment and not a guaranty of collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee up to an amount equal to the Cap, regardless of whether an action is brought against Top Parent, Parent, BBX Intermediate or Merger Sub or any other Person, or whether Top Parent, Parent, BBX Intermediate, Merger Sub or any other Person is joined in any such action or actions.
The provisions of this Article IX are solely for the benefit of Agents and Lenders, and neither any Loan Party, S/B Parent, nor Global Parent nor Liberty Top Parent shall have any rights as a third party beneficiary of any of the provisions thereof.