Examples of Asset Selling Entity in a sentence
None of the BP Asset Selling Entity or the Purchased Subsidiaries has committed any act, and there has been no omission, which would result in, and there has been no occurrence which could reasonably be expected to give rise to, any material liability or liability for breach of warranty (whether covered by insurance or not) on the part of any of the BP Asset Selling Entity or the Purchased Subsidiaries, with respect to services or products sold prior to the Closing.
Each of BPI, the BP Asset Selling Entity and the Purchased Subsidiaries has previously delivered to Intcomex complete and correct copies of its certificate of incorporation and bylaws or articles of organization and operating agreement (or equivalent organizational documents with different names), as the case may be, as presently in effect.
Notwithstanding anything in this Agreement to the contrary, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder.
The BP Balance Sheet reflects adequate reserves (in accordance with GAAP) for warranty claims and other damages in connection with any service rendered or product sold by any of the BP Asset Selling Entity or the Purchased Subsidiaries on or prior to the BP Balance Sheet Date.
Except as described in Schedule 3.15, since December 31, 2006, no warranty or similar claims have been made against any of the BP Asset Selling Entity or the Purchased Subsidiaries in connection with the Business or the Business Assets.
Each Asset Selling Entity and each Conveyed Company is in compliance with all of the terms and requirements of each such Permit, except as would not, individually or in the aggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole.
To the BP Parties’ Knowledge, none of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice from an account debtor stating that any account receivable in excess of $50,000 is subject to any defense, setoff or counterclaim by such account debtor other than returns in the ordinary course of their business and subject to the recorded allowance for collection losses shown on the BP Balance Sheet Date.
Purchaser shall have received a properly executed affidavit pursuant to Section 897 of the Code certifying that each Conveyed Company is not a United States real property holding corporation and that each Asset Selling Entity is either not a foreign person, as defined in Section 1445(f)(3) of the Code, or that none of the Purchased Assets sold by an Asset Selling Entity is a U.S. real property interest, as defined in Section 897(c) of the Code.
Except as set forth on Schedule 3.22 hereto, there are no outstanding loans, leases or other Contracts between any of the BP Asset Selling Entity or the Purchased Subsidiaries, on the one hand, and any Insider, on the other hand, that have occurred since January 1, 2006 other than compensation and benefits paid to employees of the Business in the ordinary course of business.
There are no controversies pending or, to the Knowledge of any of the BP Parties, threatened, between any of the BP Asset Selling Entity or the Purchased Subsidiaries, on the one hand, and any labor union or other collective bargaining unit representing any such Business employees, on the other hand.