Examples of IDB Buyer in a sentence
Each of Seller and IDB Buyer will file all Tax Returns in a manner consistent with treating (i) the JPI Mergers and GFI Mergers as reorganizations under Section 368(a) of the Code and (ii) the Sale and Assumption as a sale of the IDB Subsidiaries by Seller or its Affiliates to IDB Buyer occurring immediately after the GFI Mergers.
Argentina, Australia, Brazil, Canada, Chile, Colombia, Costa Rica, Ecuador, Guatemala, Honduras, India, Kenya, Malaysia, New Zealand, Panama, Peru, the Russian Federation, Senegal, Chinese Taipei, Thailand and Uruguay supported the concern and called upon the European Union to take a risk-based approach, carry out risk assessments for the identification and regulation of endocrine disruptors, and apply criteria supported by sufficient scientific evidence in line with the commitments of the SPS Agreement.
At the Closing, the Escrow Agent shall pay to Seller on behalf of IDB Buyer the Purchase Price in cash by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement and Section 6.2(e).
Seller shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement on or prior to the Closing Date and IDB Buyer shall have received a certificate of an officer of Seller to such effect.
IDB Buyer or Seller shall be permitted to remove and retain any such documents prior to disposition of any such documents by the other Party by written request delivered no later than 30 days prior to such time.
Section 3.13 of the IDB Buyer Disclosure Letter sets forth a true, correct and complete list of all contracts, agreements, commitments and arrangements between any Seller Retained Subsidiary, on the one hand, and any IDB Buyer Related Party, on the other hand, that has any material rights and/or obligations in effect after the Closing, other than such contracts, agreements, commitments and arrangements contemplated by the Transactions.
To the Knowledge of IDB Buyer, the representations and warranties of (i) GFI contained in Exhibit F and (ii) JPI and New JPI contained in the JPI Merger Agreement are true and correct.
IDB Buyer shall have received the items set forth in Section 2.5(a).
With respect to any Taxes related to any Tax Return required to be filed by Seller pursuant to this Section 5.7, Seller shall timely pay or cause the appropriate Person to timely pay any such Taxes to the appropriate Governmental Entity and shall timely provide evidence to IDB Buyer that such payment has been made.
IDB Buyer shall have received a certificate of an officer of Seller to such effect.