Protections from closure of the business Sample Clauses

Protections from closure of the business. The overall thrust of the defense team’s negotiation was to assure the Taxpayer that if the agreement was adhered to that there were protections against unfair business closure. The damage to an established business can be significant and difficult to repair if a business is closed unexpectedly. Our concern was that a “process” would be installed through the agreement that would provide mechanisms to fairly answer and respond to any concerns that the DOR would have about the monitoring system throughout the five-year term of the agreement without ever closing the business. The Basic Monitoring Agreement (redacted) The Basic Monitoring Agreement of Appendix A (set out below) has been converted into a universal form that can be referred to and used as a guide by others engaged in a similar negotiation. The names of the taxpayer, the third-party security provider, the POS/ECR manufacturer, and the government revenue authority have been replaced with blanks and letters. The following notations appear, rather than real names: • Taxpayer = the name of the individual or business involved; • X = the name and model number of the POS system involved; • Y = the manufacturer of the POS system; • Z = the name of the third-party security system to be installed in X with the permission of Y; • State DOR = the name of the government revenue authority involved; and Citation to Statute = the applicable statutory provision granting authority to the State DOR to audit the business records and other matters.
Sample 1
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Related to Protections from closure of the business

  • MANAGEMENT OF THE BUSINESS Pursuant to Section 00-00-000 of the Act, and as stated in its Articles, the Company’s day to day affairs are managed by the Member. The Member is responsible for the daily operations of the business.

  • Condition of the Business (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • LAYOFFS AND RECALL 9 (1) Layoffs shall be made within classification on a county wide basis in the inverse 10 order of total county seniority. Employees on emergency or temporary 11 appointment in the affected classification shall be laid off prior to the layoff of

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Business Contracts All contracts, agreements and personal property leases (other than the Real Property Leases, the Transferable Permits, the Fuel Contracts and the Colstrip Contracts) used primarily in the operation of the Colstrip Facilities, that are listed in Section 1.01(a)(v) of the Disclosure Schedule (the "Business Contracts");

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

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