Examples of Applicable Seller in a sentence
Each Company Benefit Plan and Applicable Seller Benefit Plan has been established, operated and administered, in all material respects, in compliance and in accordance with its terms and applicable Laws.
Each of the Applicable Buyer and the Applicable Seller shall bear all fees and costs incurred by it in connection with the determination of the Applicable Allocation Statement, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.
The Companies acknowledge that this release shall apply to all unknown or unanticipated results of any action of any Applicable Seller, as well as those known and anticipated.
Effective upon the consummation of the Minority Purchase pursuant hereto, the Companies acknowledge and agree that they shall not make any claim related to the Seller Released Matters against any Person that has a right to seek indemnification, contribution or other relief for such claim from any Applicable Seller.
The Applicable Allocation Statement, as agreed upon by the Applicable Buyer and the Applicable Seller and/or determined under this Section 4.6(a), shall be final and binding upon the parties.
Each Company Benefit Plan and Applicable Seller Benefit Plan that is a defined contribution plan intended to be qualified under Section 401(a) of the Code has received a current favorable determination, advisory or opinion letter from the Internal Revenue Service, and nothing has occurred which could reasonably be expected to adversely affect the qualification of such Company Benefit Plan or Applicable Seller Benefit Plan.
Effective upon the consummation of the Minority Purchase pursuant hereto, each Company further agrees never to commence, aid or participate in a manner adverse to any Applicable Seller in any legal action or other proceeding based in whole or in part upon any Seller Released Matters relating to such Applicable Seller.
There are no pending, or to the Knowledge of Seller, threatened, Claims or Orders (other than routine claims for benefits) with respect to or against any Company Benefit Plan or, any Applicable Seller Benefit Plan, but only to the extent such Order or Claim could result in a liability to the Company or any of its Subsidiaries.
In the event that the Applicable Seller objects in writing within such 30-day period, the Applicable Buyer and the Applicable Seller shall negotiate in good faith to resolve the dispute.
All requests for information made pursuant to this Section 5.2(a) shall be directed to an executive officer of the Applicable Seller.