MDTO definition
Examples of MDTO in a sentence
SELLER has delivered to MDTO correct and complete copies of its Fundamental Documents.
As long as any of the Purchase Price remains in escrow, Equityholders and MDTO shall jointly prepare or cause to be prepared and file or cause to be filed all Tax Returns for SELLER for all periods ending on or prior to the Closing Date which are due to be filed after the Closing Date.
MDTO has full corporate power and authority to execute and deliver each Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of the Documents and all related transactions and to perform its obligations under the Documents.
SELLER is the record and beneficial owner of the assets listed on Schedule I and has full power and authority to convey such assets free and clear of any Lien, and, upon delivery of and payment for such assets as herein provided, MDTO will acquire good, marketable and valid title thereto, free and clear of any Lien.
Each Document to which MDTO is a party has been duly authorized by all necessary corporate action on the part of MDTO and has been duly executed and delivered by MDTO and constitutes the valid and legally binding obligation of MDTO enforceable against MDTO in accordance with its terms and conditions.
MDTO, SELLER and the Equityholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes.
MDTO and the Equityholders further agree, upon request, to provide the other party with all information that either party may need to prepare any and all tax returns.
MDTO has (i) made or caused to be made all filings with Governmental Authorities that are required to be made by MDTO or their Affiliates to carry out the transactions contemplated hereunder and (ii) use its commercially reasonable efforts to obtain any approvals of Governmental Authorities required to carry out the transactions contemplated hereunder.
On or prior to the Closing, MDTO shall have received duly executed releases (including UCC-3 termination statements) of all Liens (other than Permitted Liens) on the assets of SELLER in form and substance reasonably satisfactory to MDTO and its counsel or made satisfactory arrangements for the satisfaction of same following Closing.
In the event of a termination pursuant to Section 10.1(a), this Agreement shall become void and there shall be no liability or obligation on the part of any Party hereto except for the return of the purchase price paid by MDTO to Equityholders as a result of this Agreement.