HIG Group definition
Examples of HIG Group in a sentence
On and after the Closing Date, CPRE shall cause each member of the HIG Group to release such Transferred Employees from any restrictive covenant in any employment agreement that would impede, directly or indirectly, such Transferred Employee, from accepting the Offer of Employment.
Upon the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing, CPRE shall cause each member of the HIG Group to sell, assign and transfer to TRM or any other Tower Entity, as directed by TRM, and TRM (either directly or through one or more Tower Entities, as directed by TRM) will acquire and accept, all of the respective rights, title and interest of each member of the HIG Group in and to the Transferred Assets.
The Tower Entities, including TRM and each Purchasing Insurer (i) have conducted on their own behalf a due diligence examination of the operations, assets, books and records of the HIG Group, including the Selling Insurers, and (ii) have determined to enter into this Agreement and the Ancillary Agreements based on such due diligence examination and the representations, warranties, covenants and undertakings of CPRE herein and in the Ancillary Agreements.
CPRE shall, and, following the closing of the transactions contemplated by the Stock Purchase Agreement, shall cause each member of the HIG Group to, comply with all Applicable Laws relating to the performance by CPRE and the members of the HIG Group of their duties and obligations under this Agreement and the Ancillary Agreements.
The CPRE Entities, including CPRE (i) have conducted on their own behalf a due diligence examination of the operations, assets, books and records of the HIG Group, including the Selling Insurers, and (ii) have determined to enter into this Agreement and the Ancillary Agreements based on such due diligence examination and the representations, warranties, covenants and undertakings of TRM and the Purchasing Insurers herein and in the Ancillary Agreements.
Each Purchasing Insurer shall be responsible for any and all Liabilities with respect to, in connection with, or arising out of the termination of any Employment Agreement between a member of the HIG Group and any member of the Employee Group.
CPRE shall cause each member of the HIG Group to transfer to the relevant Tower Entities or, at their direction, an Affiliate thereof, assets of any employee benefit plan maintained by any member of the HIG Group covering the members of the Employee Group, including the Transferred Employees and the Non-Transferred Employees, and the relevant Tower Entities shall assume any and all Liabilities related to or arising out of such plans.
All sales, assignments and transfers of the Transferred Assets to TRM or any other Tower Entity, as directed by TRM, hereunder will be evidenced by one or more Bills of Sale and General Assignment Agreements, which will be executed and delivered by each member of the HIG Group, as applicable, on the Closing Date.
On the Closing Date, the execution, delivery and performance by the members of the HIG Group of the Ancillary Agreements shall have been duly authorized by all necessary corporate action on the part of each such Person.
The members of the HIG Group shall retain, and none of TRM, the Purchasing Insurers or any other Tower Entity shall assume, any Liabilities of any member of the HIG Group or any other CPRE Entity set forth in this Section 2.4, as such Liabilities exist as of the Closing and regardless of when discovered or reported (collectively, the “Excluded Liabilities”).