Proser definition
Examples of Proser in a sentence
Client and Proser agree that the Situation Agreement is void until the Termination, when the Verification Signature is provided by the Client.
The Securities are duly authorized, validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.
Metrópolis and Proser have delivered to VTR true, correct, and complete copies of (a) their respective estatutos sociales, and (b) their respective minute books, share registers, and other corporate books and registers.
Client and Proser agree to the following as well as a completed and signed Terms of Situation form.
VTR must cause Metrópolis and Proser to (i) timely file all Tax Returns that are to be filed after the date hereof and (ii) timely pay the Taxes due on those Tax Returns to the extent such Taxes are allocable to a Post-Closing Period or were adequately reserved for (excluding reserves for deferred Taxes) on the most recent Metrópolis Financial Statements.
Client agrees that comprehensive and specific adherence to the Terms of Agreement (below) by the Proser makes completion of the Verification Signature mandatory.
Each Transferor must pay promptly after they become due 50% of any Tax liabilities of Metrópolis or Proser allocable to any Pre-Closing Period or portion thereof to the extent such Tax liabilities were not adequately reserved for (excluding reserves for deferred Taxes) on the most recent Metrópolis Financial Statements.
Proser agrees that Client determines (by the Verification Signature) whether or not the Situation was executed properly, thus validating the Situation Agreement.
The direct acquisition by VTR of the shares of Metrópolis Stock and the indirect acquisition by VTR of the shares of Proser Stock, in each case pursuant to this Agreement.
Each of Metrópolis and Proser has obtained all environmental, health and safety permits, licenses and other authorizations required under all applicable Environmental Laws to carry on its business as now being conducted.