Metalex definition
Examples of Metalex in a sentence
The Buyer and the Sellers agree that the purchase and sale of the Metalex Securities is intended for U.S. federal income tax purposes to be treated as the purchase and sale of the assets of Metalex.
The parties hereto agree for all Tax reporting purposes to report the transactions contemplated by this Agreement in accordance with the Metalex Purchase Price Allocation Schedule, as adjusted pursuant to the preceding sentence, and to not take any position during the course of any audit or other proceeding inconsistent with such allocations and schedule unless required by a determination of the applicable Governmental Body that is final.
Metalex is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its assets makes such qualification necessary, except where the lack of such qualification or good standing would not have a Material Adverse Effect.
The terms and conditions of this document, including the provisions on the face of any purchase order in which it is referenced or to which it is attached (the “Contract”), govern the parties’ duties, obligations and relationship with respect to the sale by the vendor described herein (“Seller”) and the purchase, acceptance and use by Metalex Corporation (“Buyer”), of the goods and/or services described herein (the “Products”).
There are no outstanding or authorized warrants, options, subscriptions, convertible or exchangeable securities or other agreements pursuant to which Metalex is or may become obligated to issue or sell any Capital Stock of Metalex.
All of the issued and outstanding Capital Stock of Metalex was duly authorized and validly issued and is fully paid and non-assessable.
The Sellers shall indemnify the Buyer Indemnified Parties and hold each of them harmless from and against any and all Losses of or against the Buyer Indemnified Parties to the extent resulting from, arising out of or relating solely to (i) the sales and use tax Returns filed by Metalex with the Illinois Department of Revenue for the period January 1, 2014 through June 30, 2016 or (ii) the Notice of Determination from the Illinois Department of Employment Security dated November 19, 2019 to Metalex.
The terms and conditions of this document, including the provisions on the face of any purchase order in which it is referenced or to which it is attached (the "Contract"), govern the parties' duties, obligations and relationship with respect to the sale by the vendor described herein ("Seller") and the purchase, acceptance and use by Metalex Corporation ("Buyer"), of the goods and/or services described herein (the "Products").
The aggregate purchase price for the Metalex Securities shall be an amount equal to Four Million U.S. Dollars ($4,000,000 USD) (the “Base Purchase Price”), as adjusted by the Purchase Price Adjustment calculated pursuant to Section 2.2, below, plus (a) the Closing Cash, minus (b) the Closing Indebtedness, minus (c) the Transaction Expenses (such adjusted Base Purchase Price shall be defined herein as the “Metalex Purchase Price”).
Immediately prior to that date, Metalex was classified as a C corporation for U.S. federal income tax purposes.