PRMA definition
Examples of PRMA in a sentence
If the Board determines that contributions from the Withdrawing Party do not fund Project Commitments that prevent withdrawal under Section 3 of this Agreement as of the date of receipt of the notice required under section 5.1 of this Agreement, the PRMA shall authorize the Withdrawing Party by resolution to withdraw from this Agreement at the next regularly scheduled meeting of the PRFMA Board.
All Governmental Approvals currently held by the Company or PRMA pursuant to applicable Environmental Laws are set forth in Section 4.13 of the Seller Disclosure Schedule.
Purchaser understands and agrees that, except as expressly permitted by the terms of this Agreement, prior to Closing Purchaser shall not, and shall not attempt to, directly or indirectly control, supervise, direct or interfere with, any of the Company or the Convenience Store, and until the Closing, the operations of the Company and the Convenience Store are the sole responsibility of and under the complete control of Seller and PRMA, as applicable.
Prior to or concurrently with the Closing, Seller shall cause its Affiliates to transfer the Additional Property and to transfer all of such Affiliates’ rights in or relating to the Assigned Intellectual Property used by the Company to the Company and to transfer all of the Assigned Intellectual Property used by PRMA to Purchaser pursuant to forms of agreement reasonably satisfactory to Purchaser and Seller.
Within fourteen (14) days following such provision, Seller and PRMA shall have the right to object to the Allocation Statement (by written notice to the Purchaser), and if either so objects, it shall notify Purchaser (in such written notice) of such disputed item (or items) and the basis for its objection.
If Seller and PRMA do not object by written notice within such period, the Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement.
Seller and PRMA shall have performed in all material respects all obligations required to be performed by Seller or PRMA under this Agreement on or prior to the Closing Date.
Seller, PRMA and Purchaser shall act in good faith to resolve any such dispute prior to the date on which any of the allocations are required to be filed with the appropriate Tax authority.
If Seller, PRMA and Purchaser cannot resolve any disputed item, the item in question shall be resolved by the Independent Accounting Firm as promptly as practicable.
Neither the Company nor PRMA is in default and no waiver of default is currently in effect with respect to any such Indebtedness, and no event or condition exists with respect to any Indebtedness of the Company or PRMA that would permit (or that with notice or lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.