Scouted definition
Examples of Scouted in a sentence
Scouted also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel of the Business which relate to events occurring on or prior to the Closing Date.
The Scouted Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Scouted Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment.
Recruiter and Newco represent and warrant to Scouted that the statements contained in this Article IV are true and correct as of the date hereof and will be true and correct as of the Closing Date, subject to such exceptions as are disclosed (referencing the appropriate section and paragraph numbers) in the Disclosure Schedule attached to this Agreement as Exhibit D and incorporated herein by this reference and made a part hereof (the “Recruiter Disclosure Schedule”).
There are no pending or, to the Knowledge of Scouted, threatened Actions by any taxing authority.
For clarification, assuming $100,000 of Losses and 10 recipients of the Recruiter Common Stock issued under this Agreement (including the Scouted Indemnitors), each of whom received 10% of such Recruiter Common Stock, under the Joinder Agreement each such Person shall be liable for up to $10,000 of such Losses based on the Share Consideration Price Per Share of the Recruiter Common Stock received by such Person.
Schedule 3.18(b) lists all current Permits issued to Scouted which are related to the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets, including the names of the Permits and their respective dates of issuance and expiration.
For the avoidance of any doubt, nothing in this Section 8.09(b) shall in any way impact any Liability that the Scouted Representative may have in her capacity as a stockholder of Scouted.
In order to terminate this Agreement pursuant to this Section 5.10, the non-amending party must give notice of such termination to the amending party within 10 Business Days following receipt from Scouted of such supplemented or amended Disclosure Schedules.
Within five (5) business days after the Expiration Date, Recruiter shall release the remaining Holdback Shares to Scouted.
For the avoidance of doubt, Scouted shall be solely responsible for any and all income, gross receipts, and similar Taxes of Scouted for all periods (whether before or after the Closing), and Scouted shall be solely responsible for preparing and filing all Tax Returns relating thereto.