Examples of Additional Businesses in a sentence
Within 30 days after the exercise of the Put Option or the Call Option, if the Company has not sold or otherwise disposed of or discontinued the Additional Businesses in their entirety, CREC and the Ghelxx Xxxreholder Representative shall jointly engage an Independent Appraiser for the purpose of determining the fair market value of all remaining portions of the Additional Businesses.
Upon reaching its determination, the Independent Appraiser shall prepare and deliver to CREC and the Ghelxx Xxxreholder Representative a report (the "Appraisal Report") stating its determination of the fair market value of all remaining portions of the Additional Businesses and setting forth in reasonable detail the method by which the same was determined.
The determination of the fair market value of all remaining portions of the Additional Businesses set forth in the Appraisal Report shall be final, conclusive and binding on the parties.
The Contracts entered into between the Companies, the Companies Subsidiaries or the Additional Businesses and each I/O Distributor (collectively, the “Franchise Agreements”) and still in effect substantially conform to one of the applicable model agreements contained in folder 9.1 of the Data Site (the “Model Agreements”) in all material respects, except for such non-conformance that individually or in the aggregate would not reasonably be expected to be material to the Business.
In addition, the Parties shall cooperate in good faith and use reasonable best efforts to obtain coverage under the R&W Insurance Policy and/or an additional representation and warranty insurance policy, at Sapphire’s expense, with respect to breaches of representations and warranties to the extent related to the Additional Businesses.
Subject to obtaining any necessary consents or approvals of third parties, prior to the Closing, Seller shall or shall cause its Affiliates to assign, transfer or convey to a Company or a Companies’ Subsidiary all rights, title and interest in assets, rights or properties that properly constitute assets of the Additional Businesses but are not included in the Companies or the Companies’ Subsidiaries as of the date hereof.
Each Franchise Agreement is valid and binding on the Companies, the applicable Companies’ Subsidiaries or the applicable Additional Businesses, as the case may be, and, to the Knowledge of Seller, on each of the counterparties thereto, and is in full force and effect.
The parties agree that the List will require updating between the date of this Agreement and the Closing Date to take into account (a) new hires and employee terminations, (b) any new hires into open roles, (c) any additions or changes that may be required either to operate the Business or to accommodate any Additional Businesses and, (d) if in the Parties’ reasonable opinion, it is necessary to ensure the timely completion of the French Closing or the Dutch Closing.
With respect to any Contract related to the Additional Businesses, Seller and its Affiliates shall comply with their respective obligations under Section 6.5 (Third Party Consents) regarding any necessary consents or approvals required for Seller and its Affiliates to assign, transfer or convey such Contracts to Companies or Companies’ Subsidiaries.
Sapphire and Emerald shall, and shall cause their respective Affiliates to, provide to Buyer in accordance with Section 5.02 such information regarding such Additional Businesses as Buyer may reasonably request.