Examples of Legacy Subsidiaries in a sentence
During the period from the date of this Agreement and continuing until the Effective Time, each of WPC and Legacy agrees as to itself and, with respect to Legacy, the Legacy Subsidiaries, respectively, that it shall not, and Legacy shall not permit any of the Legacy Subsidiaries to, take or agree or commit to take any action, (i) that is reasonably likely to make any of its representations or warranties hereunder inaccurate; or (ii) that is prohibited pursuant to the provisions of this Article V.
The models that describe the mass transfer were the same used in DSPX (Eq.1.2 and 1.3).
Each of WPC, Legacy and LTH will, and Legacy will cause the Legacy Subsidiaries to, take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by WPC, Legacy or any of the Legacy Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement.
The accrued but unpaid Taxes of Legacy and the Legacy Subsidiaries did not, as of the most recent Legacy Financial Statements, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent Legacy balance sheet (rather than in any notes thereto).
Legacy and the Legacy Subsidiaries each have duly and timely withheld, collected and paid over to the appropriate taxing authority all amounts required to be so withheld and paid under all applicable laws, and have duly and timely filed all Tax Returns with respect to such withheld Taxes, within the time prescribed under any applicable law.
At mutually agreed upon times following execution of this Agreement, representatives of BHLB shall be permitted to meet with the employees of Legacy and the Legacy Subsidiaries to discuss employment opportunities with BHLB, provided that representatives of Legacy shall be permitted to attend any such meeting.
Neither Legacy nor any of the Legacy Subsidiaries has been a United States real property holding corporation within the meaning of Code § 897(c)(2) during the applicable period specified in Code § 897(c)(1)(A)(ii).
Section 3.12 of the Legacy Disclosure Schedule includes a description of all pending or threatened claims, actions, suits, investigations or proceedings involving Legacy or the Legacy Subsidiaries, the business, the assets, or any employee, officer, director, stockholder or independent contractor of Legacy or the Legacy Subsidiaries in their capacities as such.
Legacy and the Legacy Subsidiaries have delivered to BHLB true and complete copies of all Income Tax Returns of Legacy and the Legacy Subsidiaries for taxable periods ending on or after December 31, 2007.
There shall have been no changes, other than changes contemplated by this Agreement, in the business, operations, condition (financial or otherwise), assets or liabilities of Legacy and the Legacy Subsidiaries (regardless of whether or not such events or changes are inconsistent with the representations and warranties given herein) that individually or in the aggregate has had or reasonably would be expected to have a Material Adverse Effect on Legacy.