Examples of Branch Assets in a sentence
Notwithstanding anything else contained in this Agreement, prior to the Closing, the risk of loss of damage to, or destruction of, any and all of the Branch Assets shall remain with Seller.
The Employee Contracts with respect to such Non-Transferred SOI Employee Indebtedness shall be included in the Assets and Assumed Liabilities sold by Seller and acquired by Buyer at the relevant Closing for the Branch Assets and Branch Liabilities of the Business Location at which such Non-Transferred SOI Employee was primarily employed or located.
Paragraph 14.13 will apply to the separate transactions to Transfer the Shares and the French Branch Assets at Completion in accordance with the Agreement.
The Net Payment shall be allocated to the Branch Assets in accordance with generally accepted accounting principles, consistently applied, and applicable legal requirements including, for tax purposes, applicable requirements of the Internal Revenue Code of 1986, as amended.
Purchaser shall be responsible for the payment of all taxes arising as a result of the purchase of the Branch Assets; except that Purchaser shall not be responsible for, or have any liability with respect to, taxes on any income to Seller arising out of this transaction.
A charge shall be made against the Escrow Account for the benefit of Purchaser for each Alarm Account that it is determined the Monthly Recurring Revenue used in computing the Purchase Price Excluding Branch Assets exceeded the actual Monthly Recurring Revenue for such Alarm Accounts as of the Closing Date.
Subject to the terms and conditions of this Agreement, and subject to adjustment as provided in Section 1.6 below, the net amount (the “Net Payment”) to be paid by the Purchaser to the Seller for the Assets is an amount equal to the difference between (a) the book value of the Branch Assets (without reduction for any amount of the Allowance for Loan Losses), plus $7,500,000.00, and (b) the book value of the Assumed Liabilities assumed by Purchaser under the terms hereof.
All tax information reporting and filing requirements and all tax withholding requirements with respect to the Branch Assets and the Assumed Liabilities are the responsibility of Seller up to and through the date of Closing and the responsibility of Purchaser thereafter.
Seller either has paid all payroll, withholding, property, sales, use, transfer, documentary, backup withholding, license and similar taxes imposed by any taxing authority which are due and payable by Seller with respect to the activities conducted by the Branch, Assets, Liabilities, or has properly accrued for the same by reserves shown on Seller's books and records of account, or will have done one or the other of the foregoing on or before the Closing Date.
Perstorp France will pay and be responsible for, or will reimburse Components Belgium for the payment of, any and all Taxes (as defined in Schedule 9.1), transfer duties, excises or charges imposed by any Governmental Authority, and all recording or filing fees, notarial fees and other similar costs, incurred or imposed with respect to the Transfer of the French Branch Assets.