”), with respect to Ardagh Taxes, Ardagh shall control any such Tax Claim, however shall not settle any such Tax Claim without the prior written consent of AMPSA ; and with respect to AMPSA Taxes, AMPSA shall management any such Tax Claim, however shall not settle any such Tax Claim with out the prior written consent of Ardagh . Shall have an result on any representation or warranty in this Agreement of Ardagh or GHV or any situation to the obligations of Ardagh, AMPSA, MergeCo or GHV. GHV just isn’t a celebration to, or bound by, any Tax allocation, Tax sharing or Tax indemnification settlement . Each GHV Material Contract is in full pressure and impact and, to the Knowledge of GHV, is valid and binding upon and enforceable against each of the parties thereto, besides insofar as enforceability could additionally be restricted by the Enforceability Exceptions. True, right and complete copies of all GHV Material Contracts have been made available to Ardagh. GHV holds all Permits needed underneath relevant Laws for the conduct of its enterprise as presently conducted and is in compliance with the terms of such Permits, besides the place the failure to have or to be in compliance with such Permits wouldn’t have a GHV Material Adverse Effect.
This Agreement , the Confidentiality Agreement and the Related Agreements constitute the whole settlement among the many Parties and supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, that may have related in any way to the topic material hereof. No representations, warranties, covenants, understandings, agreements, oral or otherwise, regarding the Transactions exist among the Parties, except as expressly set forth on this Agreement or the Related Agreements. Each of Ardagh, AMPSA and GHV shall use its affordable best efforts to trigger the Shares and AMPSA Warrants issuable in the Transactions and the Shares that may become issuable upon the exercise of the AMPSA Warrants to be approved for itemizing on NYSE, topic to official notice of issuance, as promptly as practicable after the date of this Agreement, and in any event previous to the Closing Date. And provision of discover thereof to the Trustee , in accordance with and pursuant to the Trust Agreement, on the Closing, GHV shall trigger the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and use affordable greatest efforts to trigger the Trustee to pay as and when due all amounts payable to GHV Stockholders in accordance with the GHV Stock Redemption, and immediately thereafter, pay all remaining quantities then available in the Trust Account in accordance with this Agreement and the Trust Agreement, and thereafter, the Trust Account shall terminate, besides as otherwise supplied therein. GHV shall promptly (and in no occasion later than twenty-four hours after becoming conscious of such proposal, supply or request for information) notify Ardagh of any proposals, presents or requests for information made with respect to an Alternate GHV Combination following GHV’s consciousness thereof and provide Ardagh a replica of such proposal, supply or request for info, if in writing.
The Business Combination Agreement has been connected to offer investors with data concerning its terms. It just isn’t meant to provide some other factual details about the Company or some other get together to the Business Combination Agreement. In explicit, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which have been made just for functions of the Business Combination Agreement and as of particular dates, had been solely for the benefit of the respective parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties and could also be topic to standards of materiality applicable to the contracting parties that differ from those relevant to the Company’s investors and safety holders.
Foreign Corrupt Practices Act, as amended, the UK Bribery Act, and all different anti-bribery and anti-corruption Laws maintained in any jurisdiction by 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 amount and scope for the AMP Business as presently performed and sufficient to comply with the insurance coverage requirements required to be maintained pursuant to the AMP Material Contracts. None of the AMP Entities currently expects to be or in prior taxable years has been a “passive overseas funding 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” within the meaning of Section 897 of the Code.
” means any particular person, company, partnership, limited partnership, restricted liability firm, syndicate, individual (including, a “person” as outlined in Section 13 of the Exchange Act), belief, affiliation or entity or Governmental Authority or any political subdivision, agency or instrumentality thereof. ” means, with respect to any Party, any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or comparable business combination with a number of businesses. Attached as Exhibit 99.2 and included by reference herein is the investor presentation dated February 23, 2021 that will interview deputy digital transformation 70m be used by the Company and AGSA with respect to the transactions contemplated by the Business Combination Agreement. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or in any other case be subject to the liabilities of that section, nor shall it’s deemed to be integrated by reference in any filing beneath the Securities Act, or the Exchange Act. The Business Combination Agreement consists of customary covenants of the events with respect to operation of their respective companies previous to consummation of the Business Combination and efforts to fulfill conditions to consummation of the Business Combination.
Since the date of the latest GHV Financial Statements, GHV has not incurred any material Tax liability outdoors the ordinary course of enterprise other than Taxes ensuing from the Transactions. To the Knowledge of GHV, every director and executive officer of GHV has filed with the SEC on a well timed basis all statements required by Section 16 of the Exchange Act and the rules and rules promulgated thereunder. On the Closing Date, the belongings owned, leased or licensed by the AMP Entities, together with the rights granted or providers to be supplied by Ardagh and its Subsidiaries to the AMP Entities pursuant to the Services Agreement, will represent all of the assets, rights, title, interest and properties which would possibly be needed for the AMP Entities to operate the AMP Business considerably in the manner in which it’s performed on the date hereof and as it goes to be carried out as of instantly prior 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 proper to make use of, all of such belongings or properties that are material tangible property or personal property, free and clear of all Encumbrances .
There are no sanctions-related, export-related or import-related Actions pending or, to the Knowledge of Ardagh, threatened in opposition to Ardagh or any of its Affiliates or any AMP Entities or, to the Knowledge of Ardagh, any officer or director thereof by or before any Governmental Authority. Comparable discover has not been served on or delivered to Ardagh or any of its Affiliates shall be deemed to be “threatened” rather than “pending” for the purpose of this sentence. To the Knowledge of Ardagh, except as would not be materials to the AMP Business or the AMP Entities, taken as a complete, no Person is engaging or has engaged up to now three years, in any exercise that infringes, misappropriates, dilutes or otherwise violates, any Owned Intellectual Property. ”) is licensed to Ardagh, considered one of its Affiliates or an AMP Entity pursuant to a Contract, in each case of and , free and away from all Encumbrances . Immediately following the Pre-Closing Restructuring, besides as wouldn’t be material to the AMP Business or the AMP Entities, taken as a complete, every of the AMP Entities will have continuing rights to make use of all Licensed Business Intellectual Property pursuant to Contracts free and clear of all Encumbrances .