Purchaser and the. Primary Shareholders of Xxxxxxx Xxxxxxx having executed mutually agreeable employment agreements (the "Employment Agreements") including, among other reasonable and customary terms, an employment term of two years (with an option to extend by one year upon satisfaction of certain conditions) and a covenant not to complete of one year.
Purchaser and the. Seller covenant and agree that subsequent to the Closing, upon reasonable notice and during normal business hours, they will (a) give the other Party and its representatives information, books and records relevant to the Assets, to the extent necessary to enable the other party to prepare its Tax Returns or determine the amount of any Tax benefit the requesting Party may be entitled to receive pursuant to this Agreement, and (b) provide the other Party with such information, books and records as may reasonably be requested in connection with any Tax Return, inquiry, election, audit or other examination by any Tax Authority, or judicial or administrative proceedings relating to liability for Taxes with respect to the Assets.
Purchaser and the. Option Stock Holders agree that, notwithstanding anything in the Agreement to the contrary, the purchase price for each share of Unvested Common Stock shall be $0.01 (i.e., an aggregate amount of $49.61 for the $4,961 shares of Unvested Common Stock held by the Option Stock Holders).
Purchaser and the. Escrow Agent shall have executed and delivered to the Company the Escrow Agreement.
Purchaser and the. Sellers (based on each Seller's Proportionate Share) each shall bear one-half of the fees, costs and expenses of the accounting firm retained to resolve any objection under Section 2.07(a).
Purchaser and the. Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. Pubco, Purchaser and the Company shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, Pubco shall file a report of foreign private issuer on Form 6-K and a shell company report on Form 20-F (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Company and Purchaser shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release, the Closing Filing, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Purchaser and the. Sellers shall each be directly and primarily responsible for the computation, reporting and payment of income-based and transaction-based Taxes imposed on such party under applicable Law in connection with the Transactions contemplated by this Agreement.
Purchaser and the. Company have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Purchaser and the Company and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any provisions of this Agreement.
Purchaser and the. Acquired Companies shall be liable for, shall pay to the appropriate Tax authorities, and shall hold Seller and its Affiliates harmless against all Taxes of the Acquired Companies that relate to (i) the taxable periods that begin after the Closing Date, (ii) the Post-Closing Period, and (iii) any Section 338 Incremental Tax Liability not previously taken into account under section 4.7(g) hereof. Purchaser and the Acquired Companies shall be entitled to any Tax refund (including interest) attributable to the taxable periods in respect of which Purchaser and the Acquired Companies are so obligated to indemnify Seller.
Purchaser and the. Merger Sub agree that all rights to indemnification existing in favor of, and all limitations of the personal liability of, the directors, officers, employees and agents of Chateau and the Chateau Subsidiaries provided for in the Chateau Charter or Chateau By-laws as in effect as of the date hereof with respect to matters occurring prior to the Effective Time, including the Merger, shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claims asserted or made within such period shall continue until the disposition of such Claim. Prior to the Effective Time, Chateau shall purchase an extended reporting period endorsement under Chateau's existing directors' and officers' liability insurance coverage for Chateau's directors and officers, in a form reasonably acceptable to Chateau which shall provide such directors and officers with coverage for six years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors' and officers' liability insurance coverage presently maintained by Chateau; provided, however, that in no event shall Purchaser or its affiliates be required to expend more than an aggregate amount equal to 500% of the most recent annual premium paid by Chateau (which amount under the current policy is set forth in Section 4.10 of the Chateau Disclosure Letter), whether expended over time or paid in a lump sum or otherwise, to maintain or procure insurance coverage pursuant to this Section 4.10; and, provided, further that if the annual premiums of such insurance coverage exceed such amount, Purchaser shall be obligated to obtain or to cause to be obtained a policy with the greatest coverage available for a cost not exceeding such amount.
