Examples of OpCo Purchaser in a sentence
All post-termination provisions shall survive the termination of this Agreement to the extent necessary for HH to exercise any remedy, including an injunction, or benefit from any indemnity available here under and/or under applicable law.
Such liquidation will be conducted at the retail store locations leased by the Debtors pursuant to Unexpired Leases not otherwise assumed and assigned to the OpCo Purchaser pursuant to the OpCo Purchase Agreement.
During the period after delivery of the Closing Certificate and prior to the Closing, Seller and OpCo Purchaser shall reasonably cooperate with each other to update the calculations in the Closing Certificate to the extent they believe in good faith that such updates would make the estimated calculations more accurate; provided that the foregoing shall not operate to delay the Closing.
Seller and OpCo Purchaser acknowledge and agree that no adjustments shall be made to the Target Net Working Capital.
Seller and OpCo Purchaser shall use such allocation for all reporting purposes with respect to federal, state and local Taxes.
Each of Seller and OpCo Purchaser agrees to prepare and file all Tax Returns in accordance with and based upon the final Allocation Schedule.
OpCo Purchaser shall have received each of the Seller Deliverables to be delivered to OpCo Purchaser pursuant to Section 3(b).
OpCo Purchaser and Seller shall promptly inform one another of any challenge by any Governmental Authority to the allocation and shall consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge.
The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Seller, PropCo Purchaser and OpCo Purchaser.
OpCo Purchaser may waive any of the conditions set forth in this Section 12(b) or elsewhere in this Agreement which are for the benefit of OpCo Purchaser.