Examples of Asset Seller in a sentence
Subject to Section 6.1(y), if between the date hereof and the Closing the operator of any Non- Operated Asset proposes any operation or action with respect to such Non-Operated Asset, Seller will promptly notify Buyer of such proposal and shall vote in favor of (or against), or grant (or withhold) consent to, such operation or action as directed by Buyer in its sole discretion.
Accordingly, Buyer acknowledges that neither Seller nor any FH Share Seller, nor any FH Asset Seller nor any of their respective representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.
LivaNova and each Asset Seller shall thereafter have no United States employment tax reporting responsibilities, and Purchaser (or its applicable affiliate) and its (or its applicable affiliates) subsidiaries shall have full United States employment tax reporting responsibilities, in each case, for Transferred Employees following the close of business on the Applicable Closing Date for the tax year in which the Applicable Closing Date occurs.
LivaNova and each Asset Seller shall provide to Purchaser (or its applicable affiliate) all information required to be provided by the predecessor under such Revenue Procedure and any other information reasonably required by Purchaser (or its applicable affiliate) in connection with its reporting obligations thereunder.
LivaNova has the requisite corporate (or similar organizational) power and authority to enable it to own the Transferred Shares owned by it, and each Asset Seller has the requisite corporate power and authority to enable it to own, operate, lease or otherwise hold the Transferred Assets occupied, owned, leased, operated or otherwise held by it, and to conduct the Business as currently conducted.