AWW definition
Examples of AWW in a sentence
Each of AWW and GWS has the requisite power and authority to execute and deliver this Agreement, the Related Purchase Agreements and any other certificates, agreements and documents contemplated hereby or thereby (the "Transaction Documents") to which it is a party and to perform the transactions contemplated hereby and thereby.
Buyer shall have received certificates, dated as of the Closing Date, signed by the Secretary of each of AWW and GWS and certifying as to (i) its certificate of incorporation and bylaws, (ii) the incumbency of officers executing this Agreement, and (iii) the resolutions of the Board of Directors of each of AWW and GWS authorizing the execution, delivery and performance by each of them of this Agreement.
If the Merger Agreement is terminated for any reason or the AWW Merger is not consummated in accordance with the terms thereof, this Agreement shall immediately terminate and be of no further force or effect.
As of the Closing Date, AWW shall cause all outstanding intercompany payables and receivables of the Company outstanding on the Closing Date owing to or from any of their Affiliates to be eliminated, except for (i) the AWCC Debt and (ii) outstanding intercompany payables and receivables of the Company owing to or from the entities being sold pursuant to the Related Purchase Agreements.
AWW shall have the right to control any and all audits or other proceedings relating to any Prior Period Return, including the filing of an amended return or claim for refund; provided, however, that AWW shall not agree to the resolution of any audit or other proceeding relating to any Prior Period Return or file an amended Prior Period Return or refund claim that would have any Material Adverse Effect on the Company without Buyer's consent, which consent shall not be unreasonably withheld.