Total Produce definition
Examples of Total Produce in a sentence
Non-resident Membership is available to residents of other areas of Queensland.
There are no voting agreements, voting trusts or other agreements, commitments or understandings with respect to the voting of Equity Securities of Total Produce or any Total Produce Principal Subsidiary.
As of the date hereof, there is no Proceeding pending or, to the Knowledge of Total Produce, threatened in writing against any Total Produce Group Company or involving any of their respective properties or assets that, if adversely determined, would have a Material Adverse Effect.
Each Total Produce Group Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which the nature of such Person’s business or assets requires such Person to qualify, except for jurisdictions in which the failure to be so qualified or authorized has not had a Material Adverse Effect.
Neither such Total Produce Party nor any of its Affiliates has retained any broker or finder, made any statement or representation to any Person that would entitle such Person to, or agreed to pay, any broker’s, finder’s or similar fees or commissions in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements.
To the Knowledge of Total Produce, no investigation is pending with respect to any Total Produce Group Company that, if adversely determined, would have a Material Adverse Effect.
Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by each Total Produce Party in this Clause 7.3(m) are the sole and exclusive representations and warranties made regarding the Total Produce Group Companies’ Employee Benefit Plans and Foreign Benefit Plans.
TOTAL PRODUCE USA HOLDINGS INC., as a Grantor By: Title: CALANTHE LIMITED, as a Grantor By: Title: TOTAL PRODUCE INTERNATIONAL LIMITED, as a Grantor By: Title: TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, as a Grantor By: Title: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Collateral Agent By: Title: Total Produce USA Holdings Inc.
Each of the Parties shall use all commercially reasonable efforts as the Total Produce Parties may reasonably require to have the IPO Registration Statement declared effective by the SEC (and any other non-U.S. government agencies, if any, that Total Produce determines in good faith to have jurisdiction over the IPO Registration Statement), to keep the IPO Registration Statement effective as long as is necessary to consummate the IPO.
Except as contemplated by this Agreement or the Ancillary Agreements, from January 1, 2019 through the date of this Agreement, (i) the Total Produce Group Companies have conducted their respective businesses in all material respects in the ordinary course consistent with past practice and (ii) no change, event, circumstance, development or effect has occurred that, individually or in the aggregate with other changes, events, circumstances, developments or effects, has had a Material Adverse Effect.