Examples of Acquired Group Companies in a sentence
Seller shall obtain from its Affiliates (other than the Acquired Group Companies) the rights necessary to, or shall cause such Affiliates to, effectuate the foregoing.
Buyer acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, premises, records and other documents and information of and relating to the Acquired Group Companies for such purpose.
Except as set forth in Section 3.5(a) of the Disclosure Schedule, none of the Material Group Companies and, to the Knowledge of the Seller Parties, none of the Recently Acquired Group Companies has made any changes in its accounting methods or principles since the Balance Sheet Date.
During the past three (3) years no Acquired Group Company has received any written notice, or, to the Seller’s Knowledge, any verbal notice, from any Governmental Authority alleging any noncompliance by such Acquired Group Companies with respect to any such Laws.
Each Party shall, and shall cause its applicable Affiliates (including the Acquired Group Companies) and Representatives to, take all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.
None of the Material Group Companies and, to the Knowledge of the Seller Parties, the Recently Acquired Group Companies is in violation of any of the provisions of its certificate of incorporation, bylaws or comparable organizational documents.
The following shall not be included in determining the maximum allowable quantities:1.
Seller shall timely pay all Taxes of the Acquired Companies attributable to a Pre-Closing Period and all Income Taxes of the Non- Acquired Group Companies for all taxable periods which Income Taxes, if not paid, would result in an Income Tax Liability that would violate the representation in the first sentence of Section 4.19(j).
Today, objectivity means weighing my hope against a grandmother’s hope.
Except as otherwise provided in Schedule 7.8, Purchaser shall not make, and shall cause its Affiliates (including, after the Closing, the Acquired Group Companies) not to make, any Tax election with respect to any Acquired Group Company, which election would be effective or have effect on or prior to the Closing Date (including any election under Section 338(g) of the Code or any analogous U.S. state or local Tax Law).