Entity Sellers definition
Examples of Entity Sellers in a sentence
Notwithstanding the foregoing, with respect to such EU Business Employees, such employment shall be on terms and conditions that are not less favorable than the terms and conditions of employment provided to the EU Business Employees immediately prior to the Closing Date, regardless of whether by the Conveyed Entity, Sellers, Tyco, or an Affiliate of any of them.
In the event, however, that Purchaser does elect to defend the Transaction in response to litigation initiated by any Governmental Entity, Sellers will use commercially reasonable efforts to assist and support Purchaser against the Governmental Entity in that litigation.
From and after the Applicable Closing Date with respect to each applicable Acquired Entity, Sellers shall be entitled to control, at their sole cost and expense, the resolution of any Seller Tax Proceeding.
To the extent that the applicable Time Share Association controls all or any portion of the Eligible Resorts and, further, such Time Share Association is managed by the Club Managing Entity, Sellers shall cause such Time Share Association to maintain each portion of the Eligible Resorts under its responsibility in good repair, working order and condition and shall make or cause to be made all necessary replacements to such Eligible Resorts.
If Buyer is required to repay any Tax refund to the applicable Governmental Entity, Sellers shall, upon the written request of Buyer, repay to Buyer any Tax refund amount paid over pursuant to this Section 6.9(d) plus any penalties, interest or other charges imposed by the relevant Governmental Entity.
To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Entity, Sellers agree promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Governmental Entity, to Buyer.
Prior to the Closing, all applicable Entity Sellers shall deliver to the Florida Department of Business and Professional Regulation any and all rent notices that said Entity Sellers have failed to file for previous rental increases which are consistent with the rent increases actually instituted at the Properties.
Without limitation to the obligations of SALD or the Entity Sellers under Section 8.4, SALD shall pay when due any and all Taxes shown to be due on such Tax Returns.
Except for Permitted Liens, and Liens securing indebtedness of Asset Sellers described on Schedule 5.4 that will be terminated at Closing, the Entity Sellers will have and convey to Buyer at Closing title to the Ownership Interests free and clear of any Encumbrances or Liens (other than Encumbrances or Liens under the Controlled Entity Credit Agreements) and other than restrictions on transfer imposed by Federal and state securities laws.
Any indemnity payments to or from SALD or the Entity Sellers or to or from the Purchaser Indemnified Parties pursuant to this Agreement, whether under this Section 8.4 or otherwise, shall be treated by the Purchaser Indemnified Parties and SALD or the Entity Sellers as Purchase Price adjustments for all purposes.