Examples of Banner Companies in a sentence
Buyer shall be responsible for, and shall indemnify Seller and its Affiliates against, any liabilities or obligations under any Legal Requirement relating to plant closings, worker layoffs or reductions in force, including but not limited to the WARN Act, resulting in whole or in part from any actions taken by Buyer or any of the Banner Companies after the Closing.
To the Seller’s Knowledge, no investigator conducting any clinical studies or tests for which the Banner Companies are acting as sponsor or clinical research organization CRO has been disqualified by the FDA under 21 C.F.R. §§ 312.70 or 812.119, or comparable Legal Requirements of other jurisdictions.
Unless otherwise required by law, all determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practices of the Banner Companies.
Effective as of the Closing, any and all Tax Sharing Agreements between Seller, VION and/or any of their respective Affiliates (other than any of the Banner Companies), on the one hand, and any of the Banner Companies, on the other hand, shall be terminated and shall have no further effect, and thereafter each of the Banner Companies shall not be bound thereby or have any liability thereunder.
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Seller, VION and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives to reasonably cooperate, in connection with the preparation and filing of Tax Returns of the Banner Companies.
Following the Closing, Buyer shall cause the Banner Companies to pay, in the aggregate, the Initial Retention Incentive Plan Amount and the Final Retention Incentive Plan Amount to the employees of the Banner Companies as required under the Retention Incentive Plan, in accordance with the terms thereof.
Seller shall ensure that the maximum amount of Banner Cash at Closing held in the aggregate by all of the Banner Companies other than Banner Canada shall not exceed $13 million.
On each payment date, VION will transfer the applicable aggregate Bonus Pool amount to the Banner Companies.
Seller has disclosed to Buyer all material claims submitted by or on behalf of the Banner Companies since January 1, 2010 pursuant to the Insurance Policies (as in effect since January 1, 2010), and the Banner Companies have provided proper and timely notice of all such claims for which Losses are recoverable in accordance with the terms of all such Insurance Policies.