Examples of New Pier in a sentence
Schedule 7.7 indicates and describes all Equity Interests of Purchaser, Resorts, RIH and New Pier and the ownership thereof.
If Pier 1 requires Bank to immediately use such New Pier 1 Mxxx in lieu of one or more existing Pier 1 Licensed Marks, Pier 1 at its option may either reimburse Bank for the cost of replacing all materials bearing the existing Pier 1 Marks or permit simultaneous use of the materials bearing the existing Pier 1 Marks and the New Pier 1 Marks.
Each of Holdings, Resorts, RIH and New Pier represents and warrants to KINA that the consummation of the transactions contemplated by this Agreement, the Purchase Agreement and the other Transaction Documents are of material business value to it.
Holdings owns all the Equity Interests of Resorts and Purchaser, free and clear of all Liens (other than the Lien on the capital stock of Purchaser granted under the Stock Pledge Agreement), and Resorts owns all the Equity Interests of RIH and New Pier, free and clear of all Liens (other than the Lien on the capital stock of New Pier and RIH granted under the Indenture Security Agreement).
All such Equity Interests are validly issued, fully paid and non-assessable, and the issuance and sale thereof were in compliance with all applicable federal and state securities and other applicable laws; and the equity holders’ ownership of such Equity Interests is free and clear of any Liens or other contractual restrictions, except as indicated in this Section 7.7. None of Purchaser, Resorts, RIH and New Pier has issued any Equity Rights.
Holdings at all times will own (a) directly all the issued and outstanding Equity Interests of Purchaser, and (b) directly or indirectly, all the issued and outstanding Equity Interests and Equity Rights of Resorts, RIH, New Pier and any other Guarantor, in each case free and clear of all Liens (other than the Lien on the capital stock of Purchaser created by the Stock Pledge Agreement and the Lien on the capital stock of New Pier and RIH created by the Indenture Security Agreement).
Except for Holdings’ direct or indirect ownership of all of the outstanding capital stock of Resorts, Purchaser, RIH and New Pier, as of the date hereof, Holdings does not own any capital stock or other equity or ownership or proprietary interest in any corporation, partnership, association, trust, joint venture or other entity or Person.
None of Resorts, RIH, New Pier and any New Guarantor shall make any Restricted Payments (as defined in the Indenture on the date hereof) if the result thereof would constitute an Indenture Default.
None of Resorts, RIH, New Pier and any New Guarantor shall make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties to, or purchase any property from, or enter into or make or amend any contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate if the result thereof would constitute an Indenture Default.
All of the foregoing representations and warranties made by Debtor with respect to itself also apply in full (as fully as if repeated herein), to the extent applicable, to each other member of the Debtor Group; it being represented and warranted by Debtor that the Debtor Group consists of Guarantor, Debtor, New Pier Operating Company, Inc.