WHF Parent definition
Examples of WHF Parent in a sentence
Section 3.1. Organization and Authority of WHF Parent, the Sellers and the Company.
Except to the extent otherwise required by applicable Law or the rules of any exchange on which Buyer or an Affiliate thereof has publicly traded securities (and then only after consultation with WHF Parent), none of the Parties will issue any press release or make any other public announcements concerning the transactions contemplated hereby or the contents of this Agreement without the prior written consent of the other Parties.
Following the Closing, WHF Parent will have a net worth in excess of $100,000,000.
This Agreement has been and, at the Closing, each Transaction Document to which it is a party will be duly executed and delivered by each Seller, WHF Parent and the Company and constitutes or, with respect to the Transaction Documents to be delivered at Closing, will constitute at the Closing a legal, valid and binding obligation of each Seller, WHF Parent and the Company, enforceable against each Seller, WHF Parent and the Company in accordance with its terms, subject to the Remedies Exception.
The execution, delivery and performance by each Seller, WHF Parent and the Company of this Agreement and each Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereunder have been duly authorized by all necessary corporate or other organizational action on the part of each Seller, WHF Parent and the Company.
WHF Parent and the Sellers shall have performed and complied with all of their respective covenants and agreements hereunder in all material respects through the Closing; and Buyer shall have received a certificate from each Seller and WHF Parent signed by a duly authorized officer of such Seller or WHF Parent confirming the foregoing as of the Closing Date with respect to the covenants and agreements of such Seller or WHF Parent.
None of WPI, the Sellers or WHF Parent nor any of their respective Subsidiaries is presently a party to any collective bargaining agreement, subject to a legal duty to bargain with any labor organization on behalf of employees or operating under an expired collective bargaining agreement.
Immediately prior to the Closing, WHF Parent shall (i) cause WPI and WIN to enter into the Contribution Agreement and to consummate the Contribution in accordance with the terms thereof and (ii) consummate the Merger.
WHF Parent, the Sellers, the Company and Buyer, as 50 appropriate, will, or will cause each Indemnified Party to, use its reasonable best efforts to pursue promptly any claims or rights it may have against all third parties which would reduce the amount of Damages for which indemnification is provided under this Agreement.
Notwithstanding the generality of any other representations and warranties contained in this Agreement, this Section 3.12 contains the sole and exclusive representations and warranties of WHF Parent and the Sellers with respect to the Business and the Acquired Subsidiaries and Affiliates in this Agreement in respect of environmental matters or Environmental Laws.