Intcomex definition
Examples of Intcomex in a sentence
BLPA is experienced in making investments of the kind described herein and is able to bear the economic and financial risk of purchasing the Purchased Intcomex Stock.
BPLA is acquiring the Purchased Intcomex Stock for investment for BPLA’s own benefit and account for investment purposes only, not as a nominee or agent, and not with the view to, or for resale or distribution of any part thereof in connection with, any public offering or distribution thereof, nor with any present intention of selling, granting any participation in, or otherwise distributing any such Purchased Intcomex Stock.
The 38,769 shares of Intcomex Common Stock being purchased hereunder will constitute approximately 23% of the issued and outstanding shares of capital stock of Intcomex immediately following the Closing.
From and after BPI’s receipt of the Closing Date Working Capital Statement until the Final Determination Date (as defined below), Intcomex shall reasonably cooperate and provide BPI and its advisors with timely access, during regular business hours, to the employees and records of Intcomex and the work papers, trial balances and similar materials used in connection with the preparation of the Closing Date Working Capital Statement.
Intcomex shall have the right to control all other Tax audits or proceedings of the Purchased Subsidiaries, as applicable.
All Closing deliveries set forth in Section 2.4(a) shall have been delivered to Intcomex.
The Intcomex Parties have paid all material Taxes that have or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by any of the Intcomex Parties.
No fact, event, condition or contingency exists or has occurred which has, or in the future can reasonably be expected to have, a Material Adverse Effect with respect to Intcomex, which has not been disclosed in the SEC Documents of Intcomex or the Schedules to this Agreement.
BPI and Intcomex further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed.
Intcomex shall permit BPI and its authorized representatives to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall accept all comments that are reasonable.