Poly pharmaceutical use is defined as simultaneous use of six (6) or more medications from different drug classes and/or simultaneous use of three (3) or more medications from the same drug class; and
Poly. Cell's corporate minute books, stock records, or income tax records, and other records of Poly-Cell relating exclusively to other Excluded Assets.
Poly. Cell shall, within ten (10) days after the Closing Date, prepare and file a properly completed sales tax return with the Mississippi State Tax Commission and pay all sales taxes, interest and damages which Poly-Cell owes. Poly-Cell shall furnish copies of the sales tax return and proof of payment to Xxxxxx Xxxxxx, L.L.P., as the escrow agent of the Sales Tax Escrow. If Poly-Cell fails to timely prepare and file a sales tax return and pay all required amounts, Xxxxxx Xxxxxx, L.L.P., as the escrow agent of the Sales Tax Escrow, shall pay the sum held in escrow to the Mississippi State Tax Commission, to be applied to sales taxes, interest and damages which Poly-Cell owes.
Poly. Cell shall have withheld or collected from each payment made to each employee of Poly-Cell the amount of all taxes required to be withheld or collected therefrom and the same, to the extent due and payable, shall have been paid to the proper tax depositories or collecting authorities.
Poly. Cell has furnished to Polypride and Sealed Air a true and complete list of the respective name, years of service and current annual salaries and other compensation of each of the employees of the Acquired Business.
Poly. Cell represents, warrants and agrees that it will hold, and will cause any Permitted Transferee to hold, any Sealed Air Shares received by Poly-Cell or such Permitted Transferee pursuant to this Agreement for Poly-Cell's own account or for the account of such Permitted Transferee and not with a view to any resale or distribution thereof in any manner not in compliance with the Securities Act and the rules and regulations thereunder. Poly-Cell agrees with Sealed Air that:
Poly. Ronghe shall pay interests to Poly Leasing on a quarterly basis, and pay the principal to Poly Leasing on the maturity date of the Factoring Agreement. With the written consent from Poly Leasing, the principal and interests of factoring facility can be repaid in advance, in which case it is required to pay interests incurred for the actual days of duration of the amount of principal of factoring facility to be repaid in advance as calculated with the following formula: interests for advance repayment = amount of principal of factoring facility to be repaid in advance × daily interest rate × actual days of financing. The annual interest rate of factoring facility was determined after arm ’s length negotiation between the parties with reference to the prevailing market level. Guarantee: In order to guarantee Poly Leasing’s creditor’s rights against Xxxx Xxxxxx under the Factoring Agreement, the Company agreed to provide joint liability guarantee for the debts payable by Xxxx Xxxxxx under the Factoring Agreement in favour of Poly Leasing. The scope of guarantee provided by the Company covers the principal of major creditor’s rights, interests, default interests, compound interests, liquidated damages, damages, expenses incurred for realization of creditor’s rights (including but not limited to litigation fees, travel expenses, attorney fee, etc.) and other payable expenses. The term of guarantee provided by the Company under the Factoring Agreement commences from the maturity date of relevant secured debts (including but not limited to the date on which the amounts payable by Xxxx Xxxxxx to Poly Leasing under the Factoring Agreement become due and payable) and ends upon expiry of two years after the maturity date of discharge term of the last installment of debts under the Factoring Agreement. Poly Ronghe is a subsidiary of the Company. Based on the Company’s understanding of the business of Xxxx Xxxxxx, the artwork financial leasing projects of Xxxx Xxxxxx developed steadily and the profit prospects are good. The Board considers that it is fair and reasonable for Poly Ronghe to provide its guarantee of debt payable under the Factoring Agreement.
Poly. Nova shall be entitled to demand immediate restitution of the delivered but not fully paid Goods, if the Purchaser does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case of rejection of a respec- tive application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compen- sation with its creditors. Any return shall only be deemed a re- scission from the contract subject to our express confirmation. Poly-Nova reserves the right to claim damages from non- performance. The buyer shall bear all costs and expenses arising.
Poly. Nova shall have the right to withhold the Goods until payment of all his open claims have been settled by the Purchaser.
Poly. Nova shall warrant for the adequate execution only, if the Goods are produced according to Purchaser’s information, drawings, models or other specification.
