SALD definition
Examples of SALD in a sentence
Such amount shall be payable in United States dollars in immediately available federal funds to such bank account or accounts as are designated by SALD not less than three Business Days prior to the Closing.
SALD has full and complete right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and each of the Sellers and Licensees has or will have at, or prior to the Closing, full power and authority to execute, deliver and/or file the Transaction Documents to which it is a party and to perform its obligations hereunder or thereunder.
Some of the insurance carried by the Licensees is either provided (i) under group policies that cover SALD and its Subsidiaries or (ii) under policies whose terms and conditions (including, but not limited to, the premiums and deductibles) are a result of the Licensees' affiliation with SALD and its Subsidiaries.
Accordingly, effective as of the Closing Date the insurance coverage described above in clause (i) will terminate and the coverage described above in clause (ii) may change, terminate, or not be replaceable and SALD will have no obligation to obtain insurance coverage that continues after the Closing.
Purchaser shall prepare an allocation schedule of Purchase Price among the classes of Purchased Assets, along with the first draft of Internal Revenue Service Form 8594, and any similar form required by any foreign jurisdiction which is necessitated by the transactions contemplated by this Agreement with respect to the Purchased Assets, which shall be sent to SALD within 60 days following agreement between the Parties as to the balance sheet contained in the Closing Date Financial Statements.
Without limitation to the obligations of SALD or the Entity Sellers under Section 8.4, SALD shall pay when due any and all Taxes shown to be due on such Tax Returns.
Any indemnity payments to or from SALD or the Entity Sellers or to or from the Purchaser Indemnified Parties pursuant to this Agreement, whether under this Section 8.4 or otherwise, shall be treated by the Purchaser Indemnified Parties and SALD or the Entity Sellers as Purchase Price adjustments for all purposes.
If, and to the extent that, such Purchaser Recoveries were not previously paid or taken into account pursuant to this Section 8.1, Purchaser shall pay the amount of such Purchaser Recoveries to SALD together with the delivery of the officer's certificate.
SALD shall have the right to control, and in that connection, shall be empowered by Purchaser with the necessary authority for, the conduct of any audit, or the prosecution or defense of any such audit or claim or administrative or judicial proceeding relating to any Pre-Closing Period (other than an Interim Period (as defined in Section 8.4(a)), the treatment of which is discussed in Section 5.6(b)(ii)), and to employ counsel of its own choosing and at its expense.
None of SALD, the Sellers or any Licensee is subject to any order, judgment or decree which would prevent the consummation of the Purchase.