Nextra definition
Examples of Nextra in a sentence
To the Knowledge of Seller (and without giving effect to any knowledge qualifications in the Nextra Asset Purchase Agreement), the representations and warranties of Nextra in Article III of the Nextra Asset Purchase Agreement are true and correct in all material respects.
The Company shall have completed the acquisition of the assets of Nextra on the terms and condition set forth in the Nextra Asset Purchase Agreement.
Except as set forth on Schedule 3.9, since January 1, 2006, to the Knowledge of Seller, (i) there have been no material adverse changes in the business relationship with any such customer and Nextra (other than resulting from the termination in the ordinary course of client engagements) and (ii) there have been no material disputes between any such customer and Nextra.
Not less than eighty percent (80%) of all employees, and all of the team leaders of Nextra, shall have agreed to continue their employment with the Company following the Closing on the standard terms of employment of Purchaser and its Affiliates for similarly situated employees.
From the date hereof through the Closing, Seller and the Company shall not, except as contemplated by this Agreement, or as consented to by Purchaser in writing, amend the Nextra Asset Purchase Agreement or grant any waiver to or extension of any of the terms and conditions thereof or otherwise exercise any material right thereunder.
Except for the Nextra Asset Purchase Agreement and such immaterial agreements as the Company shall have entered into in connection with its formation, the Company is not a party to any Contract.
Without limiting the foregoing, Seller shall keep Purchaser informed of any material developments with respect to the Business of which Seller shall become aware prior to the Closing Date, and shall further keep Purchaser informed of all material communications occurring prior to the Closing between Seller and the Company, on the one hand, and Nextra and N▇▇▇▇▇ ▇▇▇▇▇, on the other hand, related to the Nextra Asset Purchase Agreement.
Unless otherwise defined herein or the context requires otherwise, capitalized terms used herein are used herein with the meaning ascribed to such terms in the Nextra Asset Purchase Agreement.
Prior to the Closing Date, the Company and Seller shall cooperate with Purchaser and provide Purchaser and its authorized Representatives with reasonable access to its books and records, facilities and employees, and to the extent permitted by Nextra, to the books and records, facilities and employees of Nextra, and will permit Purchaser and its authorized Representatives to make such inspections and conduct such interviews and inquiries as Purchaser may reasonably request.
Subject to the satisfaction of the conditions to the closing of the Nextra Asset Purchase Agreement and this Agreement, Purchaser agrees to make available to the Company financing in such amount as shall be required to permit the Company to satisfy its payment obligations under Sections 3.1 and 3.2 of the Nextra Asset Purchase Agreement.