Seller Group. Seller shall be entitled to carry out this contract in whole or in part through one or more of the business enterprises of the Seller group of companies, who shall be authorized to act on our behalf, even though Seller continues to be Buyer's contracting party.
Seller Group. The Seller Group has properly elected to and does file consolidated federal income Tax Returns. The Company has not been a member of an affiliated group of corporations filing a consolidated federal income Tax Return (other than the Seller Group).
Seller Group. The Seller Group has properly elected to and does file consolidated U.S. federal income Tax Returns with the Company, including for the Seller Group’s taxable year immediately preceding the Seller Group’s current taxable year.
Seller Group. ...Section 5.9(a)(v) Seller Trademarks and Logos..........................................Section 2.1
Seller Group. Seller Group" shall have the meaning set forth in Section 11.3. Section 1.71.
Seller Group. The Seller Group has properly elected to and does file consolidated federal income Tax Returns. Except as set forth on Schedule 4.18(h), the Company (i) has not been a member of an affiliated, combined, consolidated or unitary group for purposes of filing any Tax Return or paying Taxes (other than an affiliated, combined, consolidated or unitary group of which Seller is the common parent), and (ii) does not have any Liability for Taxes of any other Person under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Law, or as a transferee or successor, or by Contract (other than any such Contract entered into in the ordinary course of business, the primary purpose of which is not related to Taxes).
Seller Group. At the Closing the Seller will provide the Purchaser with the names of all of the members of the Seller Group and thereafter will advise the Purchaser of any additions or deletions to such list within five (5) days after such additions or deletions.
Seller Group. Each Seller Group Member (other than the Principals) ------------ is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Selling Group Member has full power and authority to own and dispose of its properties (including the Purchased Assets which it is selling) and to carry on the business as conducted by it.
Seller Group. Each Seller Group Member (other than the Principals) ------------ has the corporate power, authority and capacity to enter into this Agreement (if a party hereto) and any other agreements and instruments to be executed by it as contemplated by this Agreement and to carry out its obligations under this Agreement and such other agreements and instruments to which it is a party. The execution and delivery of this Agreement and such other agreements and instruments to which it is a party and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate action on the part of each Seller Group Member (other than the Principals), its directors and its shareholders. Each Principal has all necessary capacity and authority to execute this Agreement and any other agreements and instruments to be executed by such Principal as contemplated by this Agreement and to carry out his obligations under this Agreement and such other agreements and instruments.
Seller Group. This Agreement constitutes a valid and binding ------------ obligation of each Seller Group Member party hereto enforceable against each such Seller Group Member in accordance with its terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors or others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought. No Seller Group Member is an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and will not become an insolvent person as a result of the Closing.
