Examples of TBG Entities in a sentence
At the direction of Assignee, the Assignor TBG Entities agree to instruct their credit card processors and cooperate with Buyer to move all credit card receipts for the Salons to accounts held by Buyer on January 2, 2020.
The TBG Entities shall continue to be solely operationally and financially responsible for the 136 salons set forth on Exhibit C that are already operating under leases solely in a TBG Entity name.
The execution and delivery of this Agreement and the Ancillary Agreements, the performance of the Assignor TBG Entities’ obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary proceedings on the part of the Assignor TBG Entities.
Each Payor and TBG Holdings irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to this Contingent Payment Right, that the interest payable under this Contingent Payment Right and the calculation thereof has not been adequately disclosed to the Payors, each of the TBG Entities, and TBG Holdings as required pursuant to section 4 of the Interest Act (Canada) or any other applicable law.
The TBG Entities shall be obligated to pay and remain liable for any transition services provided under the North American TSA on or after May 1, 2019, until the TSA Termination Date.
At Buyer’s request, the Assignor TBG Entities and Assignee shall cooperate with Buyer and assist Buyer in providing messaging and communications to the Transferred Employees regarding the Transfer as well as offers of employment from Buyer.
Each of the Assignor TBG Entities is duly incorporated or formed, validly existing and in good standing under the laws of its jurisdiction of organization and is duly authorized to conduct business is in good standing in each foreign jurisdiction in which such qualification is necessary, except where the failure to be so authorized would not have a material adverse effect on such Assignor TBG Entity.
The TBG Entities shall use commercially reasonably efforts to operate, in accordance with current operating standards, the 181 salons set forth on Exhibit H (the “Transfer Portfolio”).
The Assignor TBG Entities have each timely filed all Tax returns, reports, declarations, statements and other documents required to be filed with the appropriate governmental authorities (“Tax Returns”) for sales Taxes and all such Tax Returns are true and correct in all material respects and were prepared in substantial compliance with all applicable law.
Without limiting the foregoing, except as set forth on Schedule 2.4 of the Disclosure Schedule, since January 1, 2019, the Assignor TBG Entities have (i) not materially increased the level of benefits, salary or other compensation payable or to become payable to any Transferred Employee or (ii) sold or disposed of any of its material assets (other than sales of inventory in the ordinary course of business and salon closures).