Business Contribution definition
Examples of Business Contribution in a sentence
The Assets include substantially all the assets and properties used or employed by the Business Contribution Member in the Business as presently conducted.
There are no pending material claims against such insurance by the Business Contribution Member as to which the applicable insurers have denied coverage.
In addition, there exist no material claims under such insurance that have not been properly filed by the Business Contribution Member.
Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, and the Business Contribution Member shall cooperate fully therein.
The Business Contribution Member owns or has the lawful right to use all Intellectual Property as currently used or as necessary for the conduct of the Business as now conducted.
During the past two years, the Business Contribution Member has not been refused any insurance coverage by any insurer from which the Business Contribution Member has sought coverage.
There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Business Contribution Member for any tax period.
The Business Contribution Member has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority.
Upon Closing in Escrow, subject to the terms and conditions of this Agreement, the Company will be obligated to purchase the Assets, and assume the Assumed Liabilities, and the Business Contribution Member will be obliged to sell the Assets, subject to the Assumed Liabilities, at the purchase price specified in Section 1.4 below, on the Closing Date specified in Section 1.5 below.
The Business Contribution Member has been provided with true and complete copies of (i) all injunctions, judgments, orders or consent or similar decrees or agreements of any governmental entity to which the Company is currently subject (or to which the Company was subject since its inception), and (ii) all correspondence through the date hereof with respect to any of the matters referred to in clause (b) or clause (i) of this Section 4.4.