Prior Acquisition Date definition
Examples of Prior Acquisition Date in a sentence
Arca had no, as of the Prior Acquisition Date, and has no, as of the Closing Date, direct or indirect equity interest by stock ownership or otherwise in any other Person nor was or is Arca engaged in a partnership, joint venture or other similar arrangement (whether written or oral) with any Person.
Schedule 4.24 to the Merger Agreement, with respect to the Prior Acquisition Date, and such Schedule 4.24 together with Schedule 1 hereto with respect to the Closing Date, also identify each Arca Plan which constitutes an "employee pension benefit plan" ("PENSION PLAN") or an "employee welfare benefit plan" ("WELFARE PLAN"), as such terms are defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
No less than two (2) and no more than seven (7) days prior to Closing, the Target Companies shall provide Parent with (i) current loss runs under all Insurance Policies, by line of coverage, for all policy years from and after the Prior Acquisition Date, and (ii) an updated list of outstanding performance bonds and associated collateral that has been posted with any surety.
There are no, and since the Prior Acquisition Date there have been no formal grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, retaliation or unfair labor practices) pending or threatened against any of the Target Companies in any judicial, regulatory or administrative forum, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect.
Each Welfare Plan which is a group health plan within the meaning of Code Section 5000(b)(1) complies, as of the date hereof, and complied, as of the Prior Acquisition Date, with and in each and every case has complied with the applicable requirements of Code Section 4980B and Part 6 of Title I of ERISA.
As of the date hereof, Seller knows, and as of the Prior Acquisition Date, Seller knew, of no pending or threatened cancellation or revocation of any agreement granting to Arca rights relating to any Intangible Property.
Arca did not have as of the Prior Acquisition Date and does not have as of the Closing Date any equity investment in any other corporation, association, partnership, joint venture or other entity.
Since the Prior Acquisition Date, neither the Company nor any of its Subsidiaries has been accused in writing of patent or copyright misuse or fraud or inequitable conduct in connection with any Company Registered IP.
For all periods (i) prior to the Prior Acquisition Date, to the Company’s Knowledge, and (ii) since and including the Prior Acquisition Date, the Acquired Companies have been operating the Business in all material respects in compliance with all applicable Legal Requirements and none of the Acquired Companies has been in material violation of any Legal Requirements applicable to it.
As of the Prior Acquisition Date, Arca was, and as of the Closing Date, Arca is, duly qualified to do business as a foreign corporation in all jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect (as defined in the Merger Agreement) on Arca.