Kelar definition
Examples of Kelar in a sentence
Shareholder shall have delivered to Buyer evidence satisfactory to Buyer that all necessary corporate authorizations by the Shareholder and Kelar authorizing and approving the Transaction have been obtained.
No notice has been received by Kelar of any complaints filed by any employees claiming that Kelar has violated any applicable employee or human rights or similar legislation in any other jurisdiction in which Kelar carries on business or of any complaints or proceedings of any kind involving Kelar or any employees of Kelar before any labor relations board.
Kelar is not in default under any such statutes, regulations, bylaws, orders, covenants, restrictions or plans applicable to it.
The enforceability of all contracts, leases and licenses of Kelar (the "Kelar Contracts") will not be affected in any manner by the execution and delivery of this Agreement or the consummation of the Transaction.
Subject to the terms and conditions hereof, on the Closing Date at the Time of Closing, the Shareholder shall transfer to Buyer and Buyer shall accept from the Shareholder Kelar Shares and the Shareholder shall deliver to Buyer certificates representing Kelar Shares, duly endorsed in blank for transfer together with new certificates therefor.
For greater certainty and without limitation, without the prior written consent of Buyer during the period commencing on the Reference Date and terminating at the close of business on the Closing Date, the Shareholder: (i) shall not make nor shall the Shareholder permit to be made any material change in the way that Kelar is being operated; and (ii) shall comply with all laws in connection with the business of Kelar.
Buyer shall use its best efforts to have the Shareholder released from any and all outstanding guarantees of indebtedness of Kelar with all such guarantees being assumed by Buyer.
Kelar has conducted and is now conducting business in compliance with all statutes, regulations, bylaws, orders, covenants, restrictions or plans of all federal, state or municipal authorities, agencies or boards applicable to such business.
There are no outstanding orders or charges against Kelar under any applicable health and safety legislation in the jurisdictions in which Kelar carries on business.
The operations of Kelar in all material respects comply with all applicable environmental statutes, regulations and decrees, whether federal, state or municipal.