NACGI definition
Examples of NACGI in a sentence
None of the NACGI Companies has any unpaid amounts that may be required to be included in income under Section 78 of the ITA.
All Documents and Other Papers relating to the Seller Assumed NACGI Liabilities or the Seller Retained NAEL Liabilities not delivered to Acquisition Sub pursuant to clause (a) to which Acquisition Corp.
Any reorganizations or mergers involving any of the NACGI Companies that were consummated before the Closing Date will not give rise to the assessment or payment of Taxes after the Closing Date.
Each party will pay any commissions it has incurred and the fees of its own attorneys in connection with the negotiations for, documenting of and closing of the transactions contemplated by this Agreement.
No Insider has any cause of action or other claim whatsoever against, or owes any amount to, any NACGI Company except, as to any Insider who is an employee of any NACGI Company, for claims in the ordinary course of business for accrued vacation pay, accrued benefits under the Company Benefit Plans and similar matters.
The Shares and all outstanding shares of such other NACGI Companies have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive, preferential purchase or other similar rights of any Person or in violation of applicable law.
All goodwill with respect to the use of the Names will inure to the benefit of the NACGI Companies and the Buyers, and the Sellers will not have any rights to s▇▇ or recover against any Person with respect to the use of the Names.
All uses of the names of the NACGI Companies or any derivations thereof (excluding the name “Norama,” which may continue to be used by the Sellers) (collectively, the “Names”) are being transferred to the Buyers as part of the Transactions.
In no case, except in cases of intentional misstatement or omission, shall the aggregate liability of the Sellers and the Principals under Section 9.1(a) or 9.1(b) for Damages for a misrepresentation or breach of representation or warranty or breach of covenant or agreement (other than breach of indemnification covenants and agreements with respect to Seller Retained NAEL Liabilities and Seller Assumed NACGI Liabilities with respect to the NACGI Companies) exceed C$225 million.
All transactions between any of the NACGI Companies and any non-resident Person with whom NACGI Companies were not dealing at arm’s length (within the meaning of the ITA) were priced in accordance with sections 69 and 247 of the ITA, and for any taxation years commencing after December 31, 1998 and ending on or before the Closing Date, each of the NACGI Companies has made or obtained records or documents that satisfy the requirements of paragraphs 247(a) and(b) of the ITA.