Neither Seller has any Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.
Neither Seller nor any ERISA Affiliate have had an "obligation to contribute" (as defined in ERISA Section 4212) to a "multiemployer plan" (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)) on or after September 26, 1980. Seller shall be responsible for complying with the requirements of Internal Revenue Code Section 4980B and Part 6 of Title I of ERISA for its employees (including those employees who are hired by Buyer on or after the Closing) and their "qualified beneficiaries" whose "qualifying event" (as such terms are defined in Internal Revenue Code Section 4980B) occurs on or prior to the Closing.
Neither Seller nor Buyer shall take, nor shall they permit any affiliate to take, any position for federal income Tax purposes that is inconsistent with the Section 338(h)(10) Election or the information set forth in the Form 8023 executed by Seller and Buyer with respect to the Section 338(h)(10) Election, unless required to do so pursuant to a final "determination" within the meaning of Code Section 1313.
Examples of Neither Seller in a sentence
Neither Seller nor employees of Seller are entitled to state retirement or leave benefits.
Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.
Neither Seller nor its employees, agents or subcontractors ("Seller Parties") are agents or employees of Apple, and therefore are not entitled to any employee benefits of Apple, including but not limited to, any type of insurance.
Neither Seller nor its employees, agents or subcontractors ("Seller's Assistants") are agents or employees of NETAPP, and therefore are not entitled to any employee benefits of NETAPP, including but not limited to, any type of insurance.
Neither Seller nor any of its agents shall be treated as an employee of the University for any purpose whatsoever.
More Definitions of Neither Seller
Neither Seller nor Hotel Manager has filed any notice of protest or appeal against, or commenced proceedings to recover, real property tax assessments against the Hotel Parcel or the Hotel Improvements (excluding those, if any, that have already been resolved).
Neither Seller nor Au Bon Pain has taken any action or has entered into any agreement, understanding or other arrangement that would obligate Seller or Buyer to pay any broker's or finder's fee or any other similar fee or commission to any agent, broker, investment banker or other firm or person in connection with any of the transactions contemplated by this Agreement, except for Xxxxx Xxxxxx Enterprises, LLC and Xxxxx X. Xxxxxxx Company Limited, whose fees shall be the exclusive responsibility of Seller. Seller and Au Bon Pain shall, jointly and severally, indemnify and hold Buyer harmless with respect to any claim of any third party for such fee or commission claiming by, through or under Seller.
Neither Seller has any retirement, pension, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, educational assistance, dependent care assistance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, incentives or other benefit plan generally provided to employees of either Seller.
Neither Seller nor Buyer shall use any identification of, or reference to, any code, drawing, specification, trade name, trademark, trade device, insignia, service mark, symbol, or any abbreviation, contraction, or simulation thereox, xf the other party in any advertising or promotional efforts without such other party's prior approval. Notwithstanding the foregoing, Buyer gives Seller permission to list Buyer as one of Seller's customers.
Neither Seller nor Buyer shall have any obligation to indemnify and hold harmless the other with respect to Sections 7.1(a) or 7.2(a) until the aggregate of all claims against Seller or Buyer, as the case may be, in respect thereof (including claims previously made) exceeds $50,000 and thereafter, Seller and Buyer, as the case may be, shall indemnify and hold harmless the Buying Interests or the Selling Interests, as the case may be, on a first dollar basis. Seller shall have no obligation to indemnify and hold harmless Buyer with respect to Section 7.1(a) after the aggregate amount of claims paid by Seller with respect to Section 7.1(a) equals one hundred percent (100%) of the Purchase Price.
Neither Seller nor Buyer Party nor any affiliates, subsidiaries, employees, officers, directors or agents of Seller or Buyer will make any public statement with regard to this Agreement, including the fact of its existence, the subject matter hereof or the transactions contemplated hereby, without the prior written consent and agreement of the other Party; provided, however, that each Party shall fully cooperate and shall not delay in providing its reasonable consent in the event that the other Party must make a public announcement in order to comply with the disclosure requirements of U.S. and other applicable securities laws. EFFECTIVE the day and year first before written by the duly authorized representative of Seller and Buyer respectively: CONOCO INC. UCAR CARBON COMPANY INC. By: /s/ Jim W. Nokes By: /s/ John A. Toner ------------------------- ----------------------- Name: Jim W. Nokes Name: John A. Toner Tixxx: Xxxxxxxve Vice President Tixxx: Xxrector, Strategic Refining, Marketing, Supply & Transportation Raw Materials and Worldwide Puchasing
Neither Seller nor any Seller Entity shall directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity (including any of its or their officers or employees) relating to any liquidation, dissolution, recapitalization, merger, consolidation or acquisition, purchase or other disposition of all or any portion of the Business or the Business Assets or any equity interest in any of the Seller Entities, or other similar transaction or business combination involving Seller or any Seller Entity with respect to the Business, or participate in any negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to do or seek any of the foregoing. Seller shall promptly notify Buyer if any such proposal or offer, or any inquiry from or contact with any person with respect thereto, is made and shall promptly provide Buyer with such information regarding such proposal, offer, inquiry or contact as Buyer may request.