Buyer Affiliated Group definition

Buyer Affiliated Group means Buyer and members of the affiliated group, within the meaning of Section 1504 of the Code, of which Buyer is the common parent.
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Buyer Affiliated Group has the meaning set forth in Section 4.17.5
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Buyer Affiliated Group has filed all such Tax Returns that it was required to file with respect to any period in which Buyer or one of its Subsidiaries was a member of such Buyer Affiliated Group (an "Buyer Affiliated Period"), and all such Tax Returns were correct and complete. Each of Buyer and its Subsidiaries has paid all Taxes (whether or not shown on such Tax Returns) that were due and payable, and each Buyer Affiliated Group has paid all Taxes (whether or not shown on such Tax Returns) that were due and payable with respect to all Buyer Affiliated Periods and with respect to which Buyer or any of its Subsidiaries may be liable by operation of law or otherwise. The unpaid Taxes of Buyer and its Subsidiaries for tax periods through the date of the Buyer Balance Sheet do not exceed the accruals and reserves for Taxes set forth on the Buyer Balance Sheet (exclusive of any accruals for "deferred taxes" or similar items that reflect timing differences between Tax and financial accounting principles). The unpaid Taxes of Buyer and its Subsidiaries for tax periods from the date of the Buyer Balance Sheet through the Closing Date are attributable solely to the conduct of their businesses in the ordinary course and in a manner consistent with past practices. All Taxes that Buyer or any of its Subsidiaries is or was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity. Each of the representations contained in this Section 4.07(a) shall be limited in its application to items which are reasonably likely, individually or in the aggregate, to have a Buyer Material Adverse Effect. (b) No examination or audit by any Governmental Entity of any Tax Return of Buyer, any of its Subsidiaries or any Buyer Affiliated Group with respect to an Buyer Affiliated Period is currently in progress or, to the knowledge of Buyer and its Subsidiaries, threatened or contemplated, in each case, which involve claims that individually or in the aggregate are reasonably likely to have a Buyer Material Adverse Effect. Neither Buyer nor any of its Subsidiaries has been informed by any jurisdiction that the jurisdiction believes that Buyer or any of its Subsidiaries was required to file any Tax Return that was not filed which failure or failures individually, or in the aggregate, are reasonably likely to have a Buyer Material Adverse Effect. (c) Neither Buyer nor any of its Subsidiaries is a "consenting corporation...
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Examples of Buyer Affiliated Group in a sentence

  • Buyer or another member of the Buyer Affiliated Group (the "Employer") shall offer the Current Employees employment with the Employer on such terms and conditions and for such period of time as may be determined by Buyer or the Employer in its sole discretion.

  • The "Seller Representative" means (i) XxXxxxxxx, for so long as (A) he is employed by the Buyer Affiliated Group or (B) none of XxXxxxxxx, Xxxxxxxxx or Xxxxx is employed by the Buyer Affiliated Group, (ii) Xxxxxxxxx, for so long as XxXxxxxxx is not employed by the Buyer Affiliated Group and Xxxxxxxxx is employed by the Buyer Affiliated Group or (iii) Xxxxx, for so long as neither XxXxxxxxx nor Xxxxxxxxx is employed by the Buyer Affiliated Group and Xxxxx is employed by the Buyer Affiliated Group.

  • During the Earnout Period, the Buyer Affiliated Group will not cause the cash and cash equivalents of the Acquired Business to be distributed or otherwise withdrawn if such distribution or withdrawal will reduce the cash and cash equivalents of the Acquired Business to an amount less than the amount needed to cover the operating expenses of the Acquired Business for one (1) month.

  • During the Earnout Period and only for so long as the Seller Representative is employed by the Buyer Affiliated Group, Buyer shall not without the consent of the Seller Representative require any Acquired Business staff to expend material amounts of time performing on the Buyer Affiliated Group's contracts, products and services that are not related to the Acquired Business.

  • In making decisions directly affecting the QuickHire EBITDA during the Earnout Period, the Buyer Affiliated Group on the one hand and QuickHire, XxXxxxxxx and Xxxxxxxxx on the other hand agree to act towards each other in good faith and with fair dealings.

  • Notwithstanding the requirements of GAAP, charges for corporate management, overhead and selling, general and administrative expenses from the Buyer Affiliated Group (other than those overhead and selling, general and administrative expenses of the Acquired Business) will not be applied against the QuickHire EBITDA.

  • If the Seller Representative is no longer employed by the Buyer Affiliated Group, Buyer shall not, during the Earnout Period, require any Acquired Business staff to perform on the Buyer Affiliated Group's contracts, products and services that are not related to the Acquired Business in excess of one hundred (100) person hours per calendar quarter.

  • Each of the Buyer and the Buyer Subsidiaries has paid on a timely basis all Taxes (as defined below) that were due and payable and, to the Buyer's knowledge, each member of a Buyer Affiliated Group has paid all Taxes that were due and payable with respect to all Buyer Affiliated Periods.

  • Direct costs of Buyer Affiliated Group staff (other than staff of the Acquired Business) performing material work on contracts, products and services of the Acquired Business, and staff of the Acquired Business performing material work on contracts, products and services that are not related to the Acquired Business will result in an adjustment to the expense component of the QuickHire EBITDA.

  • It is understood and agreed that Buyer may assign the Assets and the Business to a member of the Buyer Affiliated Group (which may be a newly- formed limited liability company or otherwise), provided that in any such event Buyer shall remain liable for its obligations under this Agreement.

Related to Buyer Affiliated Group

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Seller Affiliate means any Affiliate of Seller.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Designated Group means - i) Black designated groups; ii) Black People; iii) Women; iv) people with disabilities or v) Small enterprise, as defined in Section 1 of National Small Enterprise Act, (102 of 1996)

  • Parent Group has the meaning set forth in Section 8.03(c).

  • Related Group For Loan Group 1, Group 1 and for Loan Group 2, Group 2.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Company Group means the Company and its Subsidiaries.

  • Company Group Member means each member of the Company Group.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • Participating Company Group means, at any point in time, all corporations collectively which are then Participating Companies.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Affiliated Entities means any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by the Stockholder or his or her descendants or spouse, of which such Stockholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Common Stock with terms substantially identical to this Agreement.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • BHC Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

  • Target Companies means the Target and its Subsidiaries.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Buyer’s Group means the Buyer, any subsidiary of the Buyer, any holding company of the Buyer and any subsidiary of any holding company of the Buyer, from time to time.