Payroll Assets definition

Payroll Assets. As defined in clause (iv) of the definition of Purchased Assets.
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Examples of Payroll Assets in a sentence

  • Delivery of and access to substantially all of the Purchased HRMS Assets and the Purchased Payroll Assets shall be made by the Bank and BW to the Corporation on the Closing Date and delivery of and access to the remaining Purchased HRMS Assets and Purchased Payroll Assets shall be made by the Bank and BW to the Corporation as soon as reasonably practicable after Closing.

  • No action or proceeding at law or in equity shall be pending or threatened by any Person, including without limiting the generality thereof, any governmental authority, regulatory body or agency to enjoin or prohibit the purchase and sale of the Purchased HRMS Assets and the Purchased Payroll Assets pursuant to the Transfer Agreement, and the sale of the Shares to the Purchaser or any other transaction contemplated hereby.

  • Each of the Bank, BW and the Corporation shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it, in all material respects, on or prior to the Closing Date, including, without limitation, the sale and transfer of the Purchased HRMS Assets and the Purchased Payroll Assets to the Corporation pursuant to the Transfer Agreement.

  • Except for the Corporation, no Person has any agreement or option or any right or privilege (whether by law or by contract) capable of becoming an agreement or option to acquire any of the Purchased Payroll Assets.

  • Subject to Article 8, the sale and purchase of the Shares, the Purchased HRMS Assets, and the Purchased Payroll Assets, and the assumption of the Assumed HRMS Liabilities and the Assumed Payroll Liabilities, and the other transactions herein provided for, shall be consummated and completed on the Closing Date at the Closing Place.

  • There are no legal proceedings pending, and the Bank and BW are not aware of any legal proceedings threatened or of any circumstances which may reasonably be expected to give rise to such proceedings, which in any way might interfere with the sale or delivery of the Purchased Payroll Assets or the Shares, or the consummation of any of the transactions contemplated herein or under the Transfer Agreement or the Ancillary Agreements.

  • The Purchased Payroll Assets and the Purchased HRMS Assets, together with the services to be provided by the Bank to the Corporation under the Transitional Services Agreement, are sufficient to operate the Payroll Business and the HRMS Business as was conducted as of the Closing Date.