Group Activity definition
Examples of Group Activity in a sentence
Except as set forth on Schedule 3.01(n)(i), as of the date hereof, there has been no Tax examination, audit, proceeding or investigation of the Seller by any relevant taxing authority, and the Seller has not received from any governmental or regulatory authority any oral or written notice of any proposed adjustment, deficiency or underpayment of any Taxes pertaining to the Assets or the Group Activity, which notice has not been satisfied by payment or been withdrawn.
At the Closing, the Buyer will obtain all rights to the Assets necessary to permit the Buyer to conduct the Group Activity as it is currently conducted, in all material respects.
The Group has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of all Governmental Agencies (except where the failure to comply would not reasonably be likely to have a Material Adverse Effect on the Group or the Group Activity), and no Claim has been filed or commenced against it alleging any failure so to comply.
The Seller holds valid licenses to all copies of all operating and applications computer software programs and databases used by the Group in or necessary to the Seller's conduct of the Group Activity and such programs and databases are adequate for the conduct of the Group Activity as currently conducted.
Rise will provide Programs of Support to clients attending Group Activity services, and receiving Supported Independent Living, and; • Charge up to 4 weeks of non-attendance (increased from the original two weeks) • Charge for non-attendance beyond 4 weeks if absence is on-going and the client advises they would like to continue the Program of Support.
Any Affiliate of the Seller that holds, owns, controls or has any rights in any of the Assets or any assets relating to, used in or useful to, the Group Activity shall, prior to the Closing, transfer such assets to the Seller free and clear of any mortgage, lien, pledge, claim, restriction, security interest, charge or encumbrance of any nature whatsoever.
Except as set forth in Schedule 3.01(m) hereto, there are no orders, rulings, charges, judgments or decrees of any court or Governmental Agency with respect to which the Seller has been named or is a party that apply, in whole or in part, to the Group or the Group Activity or any of the Assets or which would limit the ability of the Seller to consummate the transactions contemplated hereby.
Neither the Group nor the Group Activity shall have suffered, after the date of this Agreement any change which has had, or in the reasonable opinion of Buyer could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Group Activity or the Group.
Each individual providing services to the Seller (whether in his or her individual capacity or through any entity) in connection with the Group Activity is properly classified by the Seller as an employee or independent contractor, as the case may be, and Seller respects such classification for all purposes, including without limitation for purposes of withholding Taxes, unemployment insurance and entitlement to participate in retirement plans.
Schedule 3.01(p) identifies each insurance policy (including policies providing property, casualty, liability and workers' compensation coverage and bond and surety arrangements) with respect to which the Group is a party or otherwise the beneficiary of the coverage or which covers Seller's operation of the Group Activity.