Beck Aluminum. Notwithstanding anything to the contrary contained in this Agreement, Sellers obligations pursuant to this Article VI with respect to Beck Aluminum shall
Beck Aluminum. Notwithstanding anything to the contrary contained in this Agreement, Sellers obligations pursuant to this Article VI with respect to Beck Aluminum shall be limited solely # to Sellers’ use of commercially reasonable efforts to cause Beck Aluminum to comply with the terms hereunder and # to the extent such obligations hereunder are expressly prohibited pursuant to the Organizational Documents of Beck Aluminum.
“Beck Aluminum” means Beck Aluminum International, LLC, an Ohio limited liability company.
Any Tax allocation, Tax sharing or Tax indemnity agreement or arrangement, whether or not written, that may have been entered into by Sellers or any of their Affiliates other than the Acquired Subsidiaries (other than Beck Aluminum) on the one hand, and the Acquired Subsidiaries (other than Beck Aluminum), on the other hand, shall be terminated as to the Acquired Subsidiaries (other than Beck Aluminum) as of the Closing Date, and no payments which are owed by or to the Acquired Subsidiaries (other than Beck Aluminum) pursuant thereto shall be made thereunder. After the Closing Date, neither the Acquired Subsidiaries (other than Beck Aluminum), on the one hand, nor Sellers and their Affiliates other than the Acquired Subsidiaries (other than Beck Aluminum), on the other hand, shall have any further rights or Liabilities thereunder with respect to the other party or parties.
be limited solely # to Sellers’ use of commercially reasonable efforts to cause Beck Aluminum to comply with the terms hereunder and # to the extent such obligations hereunder are expressly prohibited pursuant to the Organizational Documents of Beck Aluminum.
“Seller Entities” means the Target Entities other than Beck Aluminum.
Except as disclosed in the Disclosure Schedules (with specific reference to the respective Sections of this Agreement to which the information stated in the Disclosure Schedules relates), each Seller jointly and severally represents and warrants on the Effective Date and on the Closing Date to Purchaser that the statements contained in this Article IV are true, correct and complete; provided, that # disclosure in any Schedule of the Disclosure Schedules shall be deemed to be disclosed with respect to any other Section of this Agreement to the extent that it is reasonably apparent on the face of the Disclosure Schedules that such disclosure is applicable to such other Section notwithstanding the omission of a reference or cross-reference thereto, # except as expressly set forth herein, the mere inclusion of an item in the Disclosure Schedules as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and # any representation or warranty made by any Seller under this Article IV with respect to Beck Aluminum (as a Target Entity, an Acquired Subsidiary or otherwise) shall be qualified by Knowledge of Sellers Regarding Beck Aluminum.
Capitalization. [Schedule 4.3] sets forth for each Target Entity its jurisdictions of incorporation or formation, the number (or ownership percentage, as applicable) of issued and authorized Equity Securities and the owners of all of such outstanding Equity Securities. No other Person owns or holds the right to acquire any stock, partnership interest, joint venture interest or other equity interest in any Target Entity. Sellers own, directly or indirectly, of record and beneficially, # all of the Equity Securities in each of their respective Subsidiaries (other than Imsamet and Beck Aluminum), # 70% of the Equity Securities of Imsamet and # 49% of the Equity Securities of Beck Aluminum, in each case, free and clear of all Liens (except Permitted Liens) and Liabilities, and all such Equity Securities are validly issued, fully paid and non‑assessable (to the extent such concept is applicable to such Equity Securities). There are no outstanding contractual obligations of Sellers or any Target Entities requiring the purchase, redemption or other acquisition of any equity interest in any Target Entity or requiring Sellers or any Target Entity to provide funds to, make any investment (in the form of a loan, capital contribution or otherwise) in, provide any guarantee with respect to, or assume, endorse or otherwise become responsible for the obligations of any other Target Entity except as set forth in [Schedule 4.3].
Windows and glass/aluminum curtain wall systems to utilize high-performance insulated glass.
Exterior walls to be constructed of terra cotta, metal panels, architectural concrete, glass and aluminum curtain walls and storefront glazing systems.
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