Bridger Group definition
Examples of Bridger Group in a sentence
Except for obligations specified in Schedule 6.12(a), which will continue after the Closing in accordance with their terms as in effect on the date of this Agreement, all agreements and arrangements between and among the Acquired Company and the Acquired Subsidiaries, on the one hand, and the Bridger Group, on the other hand, are set forth on Schedule 6.12(b).
Without limiting the generality of the foregoing, all intercompany accounts among the Acquired Company and the Acquired Subsidiaries, on the one hand, and the Bridger Group, on the other hand, that then remain outstanding will be terminated, voided, cancelled and discharged, except to the extent any such accounts would be taken into account in connection with the determination of Closing Date Net Working Capital.
Such transfers of employment shall result in the termination of employment of such Transfer Employees from the Bridger Group and shall become effective at 12:01 am on the Closing Date or at such earlier time as Seller may determine in its discretion.
Except for the contracts set forth on Schedule 6.12(c), all liabilities and obligations of the Acquired Company and the Acquired Subsidiaries, on the one hand, and the Bridger Group, on the other hand, will automatically terminate in their entirety effective as of the Closing without any further actions by the Parties and thereby be deemed voided, cancelled and discharged in their entirety.
Notwithstanding the foregoing, the Bridger Group may, without violating this Section 6.10, own a passive investment not in excess of 5% of the outstanding capital stock of a corporation which engages in such a business, if such capital stock is a security actively traded on an established securities exchange.
The parties intend that each Transfer Employee’s transfer of employment from the Bridger Group to the Acquired Company or one of the Acquired Subsidiaries shall not constitute a separation, termination or severance of employment, including for purposes of any Employee Plan that provides for separation, termination or severance benefits, and that each such Transfer Employee will have continuous and uninterrupted employment immediately before and immediately after the transfer.
Each of Seller, its Affiliates, the Acquired Company, each Acquired Subsidiary and Bridger Marketing, as the case may be, has performed all material obligations required to have been performed and is not in material breach or material default under the respective Company Contracts and Bridger Group Contracts, and to Seller’s Knowledge, no other Person is in material breach or material default under any Company Contract.
Seller agrees to reimburse Purchaser for any obligations that accrue to the Company Group if and to the extent that such liabilities should have accrued to the Bridger Group by virtue of Bridger Group’s ownership and/or operation of the Business prior to the Closing Date.
Seller has delivered to Purchaser true, complete and correct copies of all of the Company Contracts and Bridger Group Contracts, together with all amendments, modifications or supplements thereto.
No party to any Company Contract or Bridger Group Contract has exercised any termination rights with respect thereto, and no such party has given notice of any dispute with respect to any Company Contract or Bridger Group Contract.