Examples of Acushnet Companies in a sentence
Buyer shall, and shall cause the Acushnet Companies to, maintain in force the long term cash incentive plans of the Acushnet Companies for the performance periods ending in 2011, 2012 and 2013, all of which are set forth in Section 4.15(a) of the Disclosure Schedule.
The Acushnet Companies have all right, title and interest to all Company Intellectual Property that is purported to be owned by the Acushnet Companies and a valid license, lease or right to use any Company Intellectual Property that is not owned by the Acushnet Companies but otherwise used in their respective businesses, in each case, free and clear of any Liens other than Permitted Liens.
From and after the Closing Date, Buyer will be responsible for obtaining and maintaining and, at the Buyer’s election, will obtain and maintain all insurance coverages for the Acushnet Companies and their respective businesses, properties, employees and liabilities, and Buyer or the Acushnet Companies shall administer, or engage third-party claims administrators to administer, claims under such insurance policies consistent with this Section 7.05.
No claims shall be made at any time by Seller or any member of the Seller Group against any Affiliate or Representative of Buyer (other than the Acushnet Companies), nor shall any Affiliate or Representative of Buyer (other than the Acushnet Companies) have any liability pursuant to this Agreement or in connection with the Transactions hereby to make any payment to any member of the Seller Group, under this Agreement.
Seller shall timely join with Buyer in making appropriate elections under Section 338(h)(10) of the Code (and any similar state and local elections) with respect to the Acushnet Companies.
Buyer also shall provide, and shall cause the Acushnet Companies to provide, welfare benefits during the period commencing on the Closing and ending not earlier than December 31, 2012 to former employees of the Acushnet Companies who are receiving any such benefits on the Closing Date and without reduction in the amount thereof.
Since January 1, 2008, there has not been, nor, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting any of the Acushnet Companies.
In addition, the Buyer shall not, and shall cause the Acushnet Companies not to, terminate the Acushnet Company Executive Severance Plan and the Acushnet Company Salaried Severance Plan for a period of eighteen (18) months following the Closing Date nor shall Buyer or the Acushnet Companies amend the Acushnet Company Executive Severance Plan and the Acushnet Company Salaried Severance Plan except in accordance with the terms thereof.
The Purchase Price shall be reduced by the amount of any and all Indebtedness (excluding Indebtedness referred to in clause (iv) and (vi) of such term) of the Acushnet Companies that is not so discharged or extinguished (without Liability to any Acushnet Company) prior to the Closing Date (such amount, the “Indebtedness Adjustment”).
Buyer has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Acushnet Companies, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller and the Acushnet Companies for such purpose.