Seller Entities definition
Examples of Seller Entities in a sentence
Holdings shall be entitled to any refunds actually received with respect to any Purchased Asset Tax for any Pre-Closing Tax Period to the extent such Taxes were economically borne by Seller Entities in such Pre-Closing Tax Period and Buyer shall be entitled to all other refunds.
Without limiting this Section 5.13, during the period from the Effective Date and continuing through the earlier to occur of the Closing or the termination of this Agreement pursuant to Article VIII, Buyer and Seller Entities shall cooperate in good faith to coordinate communications regarding the Transactions to the Franchisees.
To the extent permitted by applicable securities Laws, Seller Entities shall (a) provide Buyer with a reasonable opportunity to review and comment on drafts of any Required SEC Disclosure, and (ii) consider in good faith Buyer’s reasonable comments; provided that none of the foregoing shall cause the Required SEC Disclosure to be delayed beyond the applicable deadline.
Buyer and Holdings shall allocate the Purchase Price actually received by Seller Entities (and any other amounts constituting consideration for U.S. federal income tax purposes) among the Transferred Assets in a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”) and in accordance with the methodology provided for in Section 5.2(d) of the Disclosure Schedules (the “Allocation Methodology”).
Such payments shall be made by wire transfer of immediately available funds to an account designated by Buyer, and Seller Entities shall provide reasonable documentation identifying the source and nature of such payments.