Unless otherwise specified, references to Articles, Sections, clauses, Exhibits or Annexes shall refer to the Articles, Sections, clauses, Exhibits or Annexes to this Agreement, and any references to a clause shall, except in any other case recognized, refer to the suitable clause throughout the identical Section or sub-Section by which such reference happens. The use of the phrases “hereunder”, “hereof”, “hereto” and words of similar import shall refer to this Agreement as an entire and not to any explicit Article, Section or clause of or Exhibit or Annex to this Agreement. References to amounts of currency are references to United States Dollars except in any other case indicated. When calculating the time period before which, within which or following which any act is to be accomplished or step taken pursuant to this Agreement, the date that’s the reference date in calculating such period shall be excluded, and if the final day of such interval isn’t a Business Day, the period shall finish on the instantly following Business Day. The phrases “made obtainable,” “provided” or “delivered” to a Party, or related formulations, signifies that such supplies were provided by electronic transmission on to a Party’s legal counsel or financial advisors previous to such time or if relevant, obtainable to such Party within the digital information room hosted by the offering Party in connection with the Transactions no later than two calendar days previous to the date of this Agreement . Where the context permits, the word “or” shall imply “and/or.” Where any provision on this Agreement refers to motion to be taken by any Person, or which such Person is prohibited from taking, such provision shall be relevant whether the action in question is taken directly or not directly by such Person.
As of the date of this Agreement, no occasion has occurred which would represent a breach or default or prevent any of the Commitment Conditions Precedent from being happy, in each case on the part of the AMPSA Financing Parties, or, to the Knowledge of Ardagh, another events thereto, underneath the Commitment Financing Documents. As of the date of this Agreement, Ardagh does not have any purpose to imagine that any of the Commitment Conditions Precedent won’t be glad, or that the Debt Financing will be delayed or otherwise not be out there to be funded to the applicable AMPSA Financing Parties. Ardagh has absolutely paid, or triggered to be absolutely paid, all commitment charges and different fees to the extent required to be paid on or previous to the date of this Agreement in reference to the Committed Debt Financing.
The Parties shall cooperate with respect to the submitting of any Tax Returns with respect to Transfer Taxes. If one get together remits to the appropriate Governmental Authority cost for Transfer Taxes and such payment consists of the opposite party’s share of such Taxes, such other party shall promptly reimburse the remitting get together for its share of such Taxes. Notwithstanding some other provision on this Agreement, the Parties shall cooperate in good religion to attenuate, to the extent permissible beneath relevant Law, the amount of any such Transfer Taxes. All material Tax Returns required to have been filed by or with respect to GHV have been well timed filed and such Tax Returns are true, correct and full in all material respects. No GHV Employee is or has been lined by any Collective Bargaining Agreement nor is the consent of, session of, rendering of formal recommendation by, issuance of discover to, or making any filing with, any Employee Representative Body or any Governmental Authority required for GHV to enter into this Agreement or to consummate the Transactions.
” means any taxable period beginning after the Closing Date and, with respect to any taxable interval starting on or earlier than and ending after the Closing Date, the portion of such taxable interval starting on the day after the Closing Date. ”); all different mental property rights arising from software or expertise; and all corresponding or equivalent mental technology turns inward property rights in or to any of the foregoing anywhere on the earth. That is immediately or indirectly assured by such Person or which such Person has agreed to buy, assure or otherwise purchase or in respect of which it has otherwise assured a creditor towards loss.
Since the date of the most recent GHV Financial Statements, GHV has not incurred any materials Tax liability outside the ordinary course of business apart from Taxes ensuing from the Transactions. To the Knowledge of GHV, each director and govt officer of GHV has filed with the SEC on a timely basis all statements required by Section 16 of the Exchange Act and the principles and regulations promulgated thereunder. On the Closing Date, the property owned, leased or licensed by the AMP Entities, together with the rights granted or providers to be offered by Ardagh and its Subsidiaries to the AMP Entities pursuant to the Services Agreement, will represent all of the belongings, rights, title, interest and properties which are essential for the AMP Entities to function the AMP Business considerably in the manner in which it’s conducted on the date hereof and as it will be carried out as of instantly previous to the Closing. As of the Closing, the AMP Entities will own and have good and marketable title to, or a valid leasehold curiosity in or right to use, all of such assets or properties which may be material tangible property or private property, free and away from all Encumbrances .
Foreign Corrupt Practices Act, as amended, the UK Bribery Act, and all other anti-bribery and anti-corruption Laws maintained in any jurisdiction in which any of the AMP Entities does business or in any other case by which the AMP Business is performed. The AMP Insurance Policies cowl all materials insurable dangers in respect of the AMP Business, and the coverage supplied by the AMP Insurance Policies are usual and customary in quantity and scope for the AMP Business as at present carried out and enough to comply with the insurance coverage necessities required to be maintained pursuant to the AMP Material Contracts. None of the AMP Entities presently expects to be or in prior taxable years has been a “passive overseas investment company” throughout the meaning of Section 1297 of the Code. To the Knowledge of Ardagh as of the date hereof, none of the AMP Entities has been at any time during the five-year interval ending on the Closing Date, a “United States real property holding corporation” throughout the that means of Section 897 of the Code.
Each of Ardagh, AMPSA and MergeCo is a legal entity duly organized, validly current and in good standing under the Laws of its jurisdiction of incorporation or organization . Each of Ardagh, AMPSA and MergeCo has all requisite energy and authority to conduct its respective business as it is now being conducted and, if relevant, to personal, lease and operate its property and property, besides where the failure to have such energy and authority would not, individually or in the combination, be material to the AMP Business or the AMP Entities, taken as an entire. Each of Ardagh, AMPSA and MergeCo has all requisite company or restricted legal responsibility firm power and authority to enter into this Agreement and every of the Related Agreements to which it is a get together, and, following receipt of the MergeCo Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
”), the Company is not conscious of any individual that has been or will be paid remuneration for solicitation of purchasers in connection with this Subscription. IN WITNESS WHEREOF, the Parties have each executed and delivered this Agreement as of the day and 12 months first above written. Any Party could execute and ship signed counterparts of this Agreement to the opposite Parties by electronic mail or different electronic transmission in portable document format (.PDF) or another electronic signature complying with the United States ESIGN Act of 2000 (including ), every of which shall be deemed an authentic.
None of the AMP Entities has any obligation to gross-up, indemnify or in any other case reimburse any current or former director, supervisor, officer, marketing consultant or employee of the AMP Business, together with any AMP Business Employee, for any Taxes incurred by such current or former director, supervisor, officer, marketing consultant, worker or contractor of the AMP Business or AMP Business Employee or any curiosity or penalty related thereto. Neither Ardagh nor any of its Affiliates are, or for the previous three years has been, in violation of any Laws applicable to any AMP Entity or the conduct of the AMP Business, except as would not, individually or in the aggregate, be material to the AMP Business or the AMP Entities, taken as an entire. No Action by or in opposition to Ardagh or its Affiliates or any AMP Entity is pending or, to the Knowledge of Ardagh, threatened, difficult the legality, validity or enforceability of this Agreement or the consummation of the Transactions. There is not any Action pending or, to the Knowledge of Ardagh, threatened in writing in opposition to Ardagh or its Affiliates , any AMP Entity or any of their respective properties or belongings, or, to the Knowledge of Ardagh, against any of their respective administrators, managers or officers, by or earlier than any Governmental Authority or by any third party, aside from such Actions or Governmental Orders as wouldn’t, individually or within the aggregate, be materials to the AMP Business or the AMP Entities, taken as a complete. There is no pending or, to the Knowledge of Ardagh, threatened audit, examination or investigation by any Governmental Authority in opposition to Ardagh or any of its Affiliates or any AMP Entity, or any of their respective directors, officers, properties or property, apart from any such audit, examination or investigation as wouldn’t, individually or within the combination, be material to the AMP Business or the AMP Entities, taken as an entire. There are no materials pending or threatened Actions by Ardagh or its Affiliates or any AMP Entity towards any third celebration, and there are no settlements or similar agreements that impose any materials ongoing obligations or restrictions on the AMP Business or any AMP Entity.