Examples of Javelina Partnerships in a sentence
By way of clarification, the Parties acknowledge and agree (1) that the Buyer has entered into a separate purchase agreement with each partner of the Javelina Partnerships covering such partner’s interest in such Javelina Partnerships, and (2) each such purchase agreement is separate and independent from the others and is not intended to increase the Seller’s exposure for Adverse Consequences, if any.
The Buyer will promptly, after receipt thereof, pay, or cause the Acquired Companies to pay, to the Seller any amounts (or, in the case of the Javelina Partnerships, the Javelina Percentage Interest of any amounts) received by the Buyer and its Affiliates and the Javelina Partnerships after Closing that should have been paid to the Seller or its Affiliates.
To the extent any Acquired Company receives cash payments with respect to its accounts receivable that were excluded from Working Capital, the Buyer shall, or shall cause the applicable Acquired Company to, promptly remit such payments (or, in the case of the Javelina Partnerships, the Javelina Percentage Interest of such payments) to the Seller.
Xxxxx Title: Vice President THE KELLY-SPRINGFIELD TIRE CORPORATION, as a GUARANTOR and a GRANTOR, by /s/ Dxxxxx X.
For example, if it should happen that one of the Javelina Partnerships has an Unrecorded Obligation of $100 that would constitute a breach of the representation and warranty contained in Section 4(l), the Seller’s maximum exposure with respect thereto (subject to any deductibles, caps or other limitations) would be determined by multiplying $100 by the Javelina Percentage Interest.
The Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns (x) with respect to the Acquired Company Assets (other than those of the Javelina Partnerships) or Acquired Companies (other than the Javelina Partnerships) and (y) to the extent it has the Legal Right, with respect to the Javelina Partnerships or the Acquired Company Assets thereof.
Other than the Javelina Partnerships, none of the Acquired Companies maintains any bank accounts.
The Seller shall cooperate fully (with respect to the Javelina Partnerships, to the extent it has the Legal Right), as and to the extent reasonably requested by the Buyer, in connection with such reports, filings, or certifications to be made by the Buyer.
The Seller shall be responsible for Taxes of the Acquired Company Assets and the Acquired Companies (in each case, with respect to Taxes of the Javelina Partnerships, solely to the extent of the Javelina Percentage Interest of such Taxes) relating to the portion of any Straddle Period occurring before and on the Effective Time.
Except to the extent otherwise provided for in this Agreement, for the avoidance of doubt, it is agreed that the Seller will bear (i) any and all expenses of the Acquired Companies (other than the Javelina Partnerships) and (ii) the Javelina Percentage Interest of any and all expenses of the Javelina Partnerships, in each case in connection with this Agreement and the transactions contemplated hereby.