These forward-looking statements generally are recognized by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will probably end result,” and similar expressions . If an ambiguity or a query of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall come up favoring or disfavoring any get together hereto by advantage of the authorship of any provision of this Agreement. Whenever the words “include”, “includes” or “including” are used on this Agreement they shall be deemed to be followed by the words “without limitation.” Words within the singular kind might be construed to include the plural and vice versa, until the context requires otherwise. Reference to any legislation means such regulation as amended, modified, codified, changed or re-enacted, in complete or partly, from time to time, including rules, rules, enforcement procedures and any interpretations promulgated thereunder. Underscored references to Articles or Sections shall check with these portions of this Agreement, and any underscored references to a clause shall, unless in any other case identified, refer to the appropriate clause throughout the similar Section in which such reference happens.
Any liability of such Holder to any Underwriter or different particular person beneath such underwriting settlement shall be restricted to an quantity equal to the proceeds that it derives from such registration. ” means any public disclosure of fabric non-public info , which disclosure, within the good faith judgment of the Board, the Chief Executive Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, can be required to be made in any Registration Statement or Prospectus in order for the relevant Registration Statement or Prospectus to not comprise any Misstatement, would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, because the case may be, and the Company has a bona fide enterprise objective for not making such information public. This Agreement constitutes the complete settlement, and supersedes all different prior agreements, understandings, representations and warranties, each written and oral, among the parties, with respect to the topic material hereof. This Agreement shall not confer any third-party beneficiary, or other rights or remedies upon any person aside from the events hereto and their respective successors and assigns.
Neither the execution or delivery of this Agreement or the Related Agreements nor the consummation of the Transactions shall end in a limitation or restriction on the best to merge, amend or terminate any AMP Business Plan. Of the Ardagh Disclosure Schedule have valid title in charge simple to the Owned Real Property, free and away from all Encumbrances , and except for Encumbrances that safe the Ardagh Existing Indebtedness that will be discharged by Ardagh at or previous to the Closing. Prior to the date of this Agreement, Ardagh has made out there to GHV true, right and complete copies of every deed (or relevant non-U.S. equivalent evidence of title) for the Owned Real Property and all material title insurance coverage insurance policies and surveys referring to Owned Real Property to the extent in Ardagh’s or any of its Subsidiaries’ possession or control.
Ardagh and the AMP Entities have established and maintain a system of inside accounting controls which are adequate to provide affordable assurance concerning the reliability of the financial reporting and the preparation of the financial statements of Ardagh and the AMP Entities for external purposes in accordance with IFRS. None of Ardagh or any AMP Entity has identified or been made conscious of any fraud, whether or not or not material, that includes the administration or different staff of Ardagh or any AMP Entity which have a significant function in Ardagh’s or any AMP Entity’s inner control over financial reporting or any claim or allegation regarding any of the foregoing. Shall have been prepared from the books and records of Ardagh and be complete and accurate, present pretty, in all material respects, the consolidated financial position, outcomes of operations and cash flows of the AMP Business as of the dates and for the intervals indicated, and have been audited in accordance with the auditing requirements of the PCAOB relevant to carve-out monetary statements. Any portion of the Exchange Fund with respect to the GHV Shares Consideration remaining unclaimed by holders of the GHV Closing Shares, as could additionally be relevant, as of a date which is immediately previous to such time as such quantities would otherwise escheat to or become property of any government entity shall, to the extent permitted by relevant Law, turn out to be the property of AMPSA free and clear of any claims or curiosity of any person previously entitled thereto. The Contingent Consideration and the AMPSA VWAP shall be appropriately adjusted to reflect the effect of any stock break up, reverse stock break up, inventory dividend , reorganization, recapitalization, reclassification, combination, exchange of shares or different like change with respect to Shares , occurring on or after the date of this Agreement and prior to the time the relevant Contingent Consideration is delivered to Ardagh (i.e., the Contingent Consideration and AMPSA VWAP shall solely be so adjusted with respect to tranches of such Contingent Consideration that, as of the date of such change, haven’t but been issued to Ardagh). As issuer, Citibank, N.A., London Branch, as trustee, principal paying agent, transfer agent and security agent and the Registrar, in each case of the foregoing clauses via , along with any safety agreements, warranty agreements, intercreditor agreements, pledge agreements, mortgages, deeds of belief, collateral task, management agreements and other agreements related thereto, in every case, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or in any other case modified every so often previous to the Closing Date.
The phrases “made available,” “provided” or “delivered” to a Party, or related formulations, implies that such materials had been offered by electronic transmission on to a Party’s legal counsel or monetary advisors prior to such time or if applicable, available to such Party within the digital information room hosted by the providing Party in connection with the Transactions no later than two calendar days prior wasted million useless digital ad campaigns to the date of this Agreement . Where the context permits, the word “or” shall imply “and/or.” Where any provision in 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 query is taken immediately or not directly by such Person. References to “manager” shall discuss with any individual holding a position equal to the place of “director” in a Luxembourg firm.