Divesting Entities definition
Examples of Divesting Entities in a sentence
The Divesting Entities are not in material violation of any applicable Environmental Law relating to the Business or the Transferred Assets and no material expenditures are required in order to comply with such existing Environmental Laws.
To the Knowledge of Seller and with respect to the operation of the Business, none of the Divesting Entities nor any of their directors, officers, employees or agents (in each case, while acting in such capacities) are the subject of any allegation, voluntary disclosure, governmental investigation, prosecution or other enforcement action related to appliable Anti-Corruption Laws.
The Final Purchase Price and any Assumed Liabilities treated as consideration for the Transferred Assets for Tax purposes shall be allocated among the Divesting Entities in accordance with the methodology set forth in Schedule 11.1(a).
Each of the Divesting Entities and Purchaser, as applicable, shall execute and deliver all instruments and certificates reasonably necessary to enable the other to comply with any filing requirements relating to any such Transfer Taxes and cooperate to obtain any available exemption from, or reduction in the amount of, any Transfer Tax liability.
To the Knowledge of Seller and with respect to the operation of the Business, none of the Divesting Entities nor any of their directors, officers, employees or agents (in each case, while acting in such capacities) have, within the past 5 years, made or authorized any unlawful bribe, rebate, payoff, influence payment, kickback, or other payment of funds in violation of any applicable Anti-Corruption Law (as defined below) or received or retained any funds in violation of any applicable Anti-Corruption Law.
None of the Divesting Entities is in material breach or default under any Business Contract as and to the extent it relates to the Business, Transferred Assets or Assumed Liabilities, and no event has occurred that with notice or lapse of time, or both, would constitute a material breach or default or give rise to a right of set off or other similar defense by any Divesting Entity as and to the extent it relates to the Business, Transferred Assets or Assumed Liabilities under any Business Contract.
The Divesting Entities, taken together, are in material compliance with the Transferred Permits.
The Divesting Entities, in respect of the Transferred Assets, do not engage in any “covered activity” in a “country of concern,” as these terms are defined in 31 C.F.R. Part 850, as implemented or revised from time to time.
Within 120 days after the determination of the Final Purchase Price pursuant to Section 3.4 hereof, Seller shall deliver to Purchaser a schedule allocating among the Transferred Assets transferred by Seller and the other Divesting Entities the portion of the Final Purchase Price and any Assumed Liabilities allocated to Seller pursuant to Schedule 11.1(a) (the “Preliminary Allocation”).
There is no investment banker, broker, finder, financial advisor or other intermediary that has been retained by or is authorized to act on behalf of the Divesting Entities or any of its Affiliates that might be entitled to any fee or commission in connection with the Acquisition.