Examples of Buyer Corporations in a sentence
Schedule 5.19(d) sets forth any material Seller Benefit Plan that is sponsored, maintained, contributed to or required to be contributed to by any Transferred Entity, other than (i) any Retained U.S. Seller Benefit Plan, and (ii) any such Seller Benefit Plan for which the Selling Corporations shall be solely liable and with respect to which Buyer and the Buyer Corporations could not incur any Liabilities.
Buyer and each of the Buyer Corporations has full power and authority to enter into the Ancillary Agreements to which it is a party and to perform its respective obligations hereunder and thereunder (as the case may be).
If the Workers’ Compensation Event occurs over a period both preceding and following the Effective Time, the claim shall be the joint Liability of Seller and the Asset Selling Corporations, on the one hand, and Buyer and the Buyer Corporations, on the other hand, and shall be equitably -66- apportioned between such parties based upon the relative periods of time that the Workers’ Compensation Event transpired preceding and following the Effective Time.
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At the Closing, Buyer shall pay (or shall cause one or more of its Affiliates as Buyer may designate to pay), on behalf of Buyer and the Buyer Corporations, to Seller (or one or more of its Affiliates as Seller may designate), on behalf of Seller and the other Selling Corporations, an amount equal to U.S.$1,100,000,000 (the “Purchase Price”), which amount shall be adjusted pursuant to Section 2.2(c).
Buyer and the Buyer Corporations shall ensure that all such records are used only in connection with the employment of such Transferred Employee and shall keep such employment records confidential, and shall indemnify and hold harmless Seller and the Asset Selling Corporations from and against any statutory, common Law or other claims that arise from the use of such employment records other than for employment, compensation or termination- related purposes.
Subject to Section 2.1(g) and any leasehold interest, and assuming valid execution of the Business Transfer Documents and the delivery of the Transferred Assets from the Selling Corporations to Buyer and the Buyer Corporations, Buyer and its Affiliates shall own all the rights, title and interest in any to such Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.
This Agreement and the Ancillary Agreements to which Buyer and any of the Buyer Corporations is a party have been duly authorized and approved by all necessary corporate or other action.
As of the Closing Date, Seller shall provide to Buyer and the Buyer Corporations copies of all employment records for each Transferred Employee to the extent permitted to be provided to Buyer and the Buyer Corporations under applicable Law.
Except as described or arising from matters described in the Buyer SEC Documents, since December 31, 2006, there has not been any material adverse change in the business, capitalization, assets (tangible or intangible), liabilities or operations of the Buyer Corporations, and no event has occurred or circumstance exists that could reasonably be expected to result in such a material adverse change.