Acquired Systems definition
Examples of Acquired Systems in a sentence
With respect to the Acquired Systems, Seller has timely and properly filed or caused to be filed all tax returns which it is or has been required to file on or prior to the date hereof by any jurisdiction to which it is or has been subject, all such tax returns being true, correct and complete in all material respects.
The parties hereto acknowledge and agree that Seller shall remain responsible for any refund liability with respect to the rates charged by Seller in the Acquired Systems through the Closing Date and Buyer's right to be indemnified for any such claims shall survive forever.
True, correct and complete copies of the federal, state and local tax returns of Seller for the Acquired Systems for all income, gross receipts, franchise and property taxes for the last three (3) fiscal years have been delivered to Buyer.
The effective date of the sale of the Acquired Systems shall be at the close of business on the Closing Date and all prorations and allocations provided for hereunder shall be made as of the close of business on the Closing Date, except as otherwise agreed in writing by the parties.
All income, unemployment, social security, franchise, property and other taxes levied, assessed or imposed upon Seller or the Acquired Systems by the United States, or any state, or governmental sub-division of either, to the extent due and payable and not contested by Seller, have been timely and properly paid to date, and no liability exists for deficiencies.
Seller shall not grant any increase in the rate of wages, salaries, bonuses or other remuneration of any employee, except in accordance with past practices, and provided that Seller may incent employees to remain employees of the Acquired Systems through the Closing Date without violating this covenant.
Seller shall provide to Buyer, upon request, access to and the right to use its billing system computers, software and related fixed assets in connection with the Acquired Systems for a period of up to 90 days following the Closing Date to allow for conversion of existing billing arrangements ("Transitional Billing Services").
The Assets to be Acquired include such spare parts as are necessary in order to permit the operation of the Acquired Systems without material interruption for a thirty-day period.
Seller shall not violate the terms of any lease or contract connected with the operation of the Acquired Systems or with the utilization of the Assets to be Acquired.
Seller shall not enter into any contract or commitment nor incur any indebtedness or other liability or obligation of any kind relating to the Acquired Systems which is not in the ordinary course of business in accordance with past practices without the prior written consent of Buyer.