Examples of Controlled Acquired Companies in a sentence
The Purchaser shall not and shall procure that none of its Affiliates (including the applicable Purchaser Designees and, after the Closing Date, the Controlled Acquired Companies), acting separately or in concert, shall cause or engage in any Purchaser Tax Act.
EME shall also cause copies of books and records, or pertinent portions thereof, that relate solely to the Controlled Acquired Companies and that are maintained by EME or a Non-Acquired Subsidiary to be delivered to the Purchaser at Closing, subject to confidentiality or non-disclosure agreements in favor of third parties, if any.
Notwithstanding the remaining terms and conditions of this Agreement, and for the avoidance of doubt, the Parties agree and acknowledge that, in the event EME elects the Contact Shares Delivery Transaction, the Seller Parties shall not sell, and the Purchaser Parties shall not obtain or incur, any interest in or Liabilities of or for the Controlled Acquired Companies.
Except for Permitted Exceptions and Liens granted in the Ordinary Course of Business to financiers and lenders, the Controlled Acquired Companies have good and defensible title, or valid and effective leasehold, license, easement, contractual or statutory rights in the case of leased or licensed or other property, to all material tangible personal and material real property owned or used by them in the conduct of their businesses.
Such Controlled Acquired Company Financial Schedules were derived from and are materially in accordance with the internal books and records of such Controlled Acquired Companies.
The Controlled Acquired Companies did not have debit balances in their imputation credit accounts on March 31, 2004.
Except for this Agreement and Permitted Exceptions, there are no agreements relating to the issuance, sale or transfer of any of the Project Securities or any other shares of capital stock or any other ownership interests of the Controlled Acquired Companies to the extent they are owned, either directly or indirectly, by any Seller.
None of the Purchaser Parties and their respective Affiliates (including, after the Project Closing, the Controlled Acquired Companies), acting separately or in concert, shall cause or engage in any Purchaser Tax Act.
Since April 30, 2004, no Controlled Acquired Company has taken any action of the type prohibited by Section 6.3, and there has occurred no event or circumstance that, individually or in the aggregate of all such events or circumstances, has resulted in a Material Adverse Effect on the Controlled Acquired Companies.
Set forth on the EME Disclosure Schedule is a list of certain financial schedules that have been posted to Intralinks for the Controlled Acquired Companies (each, a “Controlled Acquired Company Financial Schedule”), which Controlled Acquired Company Financial Schedules represent their unconsolidated financial position and results of operations as of April 30, 2004.