MT Entities definition
Examples of MT Entities in a sentence
The MT Entities are in compliance with all applicable Laws, including those relating to occupational health and safety and the environment to which they are subject, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the MT Entities.
None of the MT Entities has any Liabilities in respect of a guarantee of any Liability of any other Person.
No action, suit or proceeding (i) shall have been instituted before any court or governmental or regulatory body or instituted by any Governmental Authorities to restrain, modify or prevent the carrying out of the Transactions, or to seek damages or a discovery order in connection with such Transactions, or (ii) which has or may have, in the reasonable opinion of MT, a Material Adverse Effect on the MT Entities.
The MT Entities maintain vacation, severance, disability, death benefit, hospitalization, medical or other plans, arrangements or understandings (whether or not legally binding) providing material benefits to current or former employees, officers or directors of any of the MT Entities (collectively, “MT Benefit Plans”).
None of the MT Entities has violated any money laundering statute or any rules and regulations relating to money laundering statutes (collectively, the “Money Laundering Laws”) and no proceeding involving any MT Entities with respect to the Money Laundering Laws is pending or, to the Knowledge of the MT Entities, is threatened.
The MT Entities are not in breach or violation of, or default under, and to the MT Entities’ Knowledge, and none of the MT Entities have at any time during the previous five years been in material breach or violation of, or default under its organizational documents nor is there a basis which could constitute such a breach, violation or default.
With respect to Chinese Wall Information other than Top Secret Information, all e-mail and other electronic communication between members of the InterTrust Technology Group containing any such information shall not pass through any host or server to which any member of the defined Key Group has any access rights which enables users to access information as an administrator.
To the MT Entities’ Knowledge, none of the MT Entities is in breach or violation of, or default under, any such Material Permit, and, to the MT Entities’ Knowledge, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation, nor default, and the Material Permits will continue to be valid and in full force and effect, on identical terms following the consummation of the Share Exchange.
WEBXU will assume no domestic or international tax liability, including but not limited to state income tax, federal income tax, sales or use tax, for any of the MT Entities or affiliated MT Parties; any and all of these liabilities, including but not limited to items (i), (ii), (iii) and (iv) in this Section 2.15 (b) will be assumed and paid for by MTPM.
None of the MT Entities, nor any MT Shareholder has implemented any plant closings or layoff of employees that would constitute a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988 or any state of local analogy thereto.