Examples of Triton Entities in a sentence
Notwithstanding anything to the contrary contained herein, the Triton Entities hereby confirm that their assets are generally subject to a security interest that has been granted by the Triton Entities and certain of their Affiliates to Chase Manhattan Bank, as administrative agent ("Administrative Agent"), which security interest will be released at or promptly following Closing in accordance with the terms of a release letter reasonably acceptable to Purchaser (the "Lender's Release").
Notwithstanding anything to the contrary --------------- contained herein or otherwise, the Purchased Assets do not include any assets of the Triton Entities other than those described in Section 1.2 hereof.
Each of the Triton Entities has -------------------------- the full legal right and all limited liability company power and authority required to enter into, execute and deliver this Agreement and the documents and other agreements required to be executed and delivered hereunder and to perform fully its obligations hereunder and thereunder.
No Person has been authorized by the Triton Entities to make any representation or warranty in respect of the Triton Entities or the Purchased Assets in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of the Triton Entities expressly set forth in this Agreement.
The Triton Entities have been and are insured by --------- financially sound and reputable insurers with respect to the Purchased Assets and the conduct of their business in such amounts against such risks as are reasonable in relation to their business and will use their reasonable best efforts to maintain such insurance at least through the Closing Date.
On the Closing Date, -------------------------------------- Purchaser shall assume and agree to discharge and perform, as and when due, all liabilities and obligations of the Triton Entities accruing, arising out of or directly relating to events or occurrences on or after the Closing Date with respect to any Purchased Asset (collectively, the "Assumed Liabilities").
From and after the Closing Date, at reasonable times and upon reasonable advance written notice to one of the Purchaser Executive Officers, Purchaser shall allow the Triton Entities, and their counsel, accountants and other representatives, such access to records that after the Closing are in the custody or control of Purchaser as the Triton Entities reasonably requires in order to comply with their obligations under Law.
Purchaser agrees to provide the Triton Entities with prompt written notice if Purchaser determines that, based upon information provided to Purchaser or through its own investigation, the Triton Entities are in breach of any representation, warranty or covenant of the Triton Entities set forth in this Agreement.
The Triton Entities will at Closing convey to Purchaser good and marketable title to all Purchased Assets, in each case free and clear of any Lien other than Permitted Liens, subject to the recording by Purchaser or its agent after Closing of the releases to be delivered by the Administrative Agent promptly after compliance with the terms of the Lender's Release.
The execution, delivery and performance of this Agreement by the Triton Entities have been duly authorized by all necessary limited liability company action on the part of the Triton Entities.