Examples of Business Group Member in a sentence
No current or former employee, consultant or contractor of a Seller Business Group Member has any material ownership interest in, or is entitled to a payment or compensation (in addition to any payment or compensation agreed with such Persons in connection with their engagement or employment) in respect of the material Business Intellectual Property, and no such Person has made a written claim or written threat to any Seller Business Group Member seeking such payment or compensation.
Except as have not and would not, individually or in the aggregate, reasonably be expected to result in any material liability to any Business Group Member, all contributions and benefit payments in relation to any Assumed Benefit Plan that are required to be made by any Business Group Member have been timely made or have been properly accrued as a financial indebtedness of the Business Group Member on the Financial Statements.
All such Permits are validly held by, binding on, and in full force and effect with respect to the applicable Business Group Member, and such Business Group Member has complied in all respects with all terms and conditions thereof, in each case, except for any such invalidity or non-compliance that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Any Permitted Transferee to whom Shares are transferred in accordance with this Agreement shall be entitled to the rights and benefits of the transferring Shareholder under this Agreement as if it where an original party hereto, and any reference herein to a particular Shareholder shall be deemed to be a reference to such Shareholder and its Permitted Transferees.
Taxpayer Name (If Unitary Business Group, Name of Designated Member)Federal Employer Identification Number (FEIN)Unitary Business Groups Only: Name of the Unitary Business Group Member Reporting on This FormFederal Employer Identification Number (FEIN) If more space is needed, include additional 4966 forms.
Each Purchaser Entity has, or will have at the Closing, duly executed and delivered each other Transaction Agreement to which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by Seller or the other Business Group Member, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy Exceptions.
Each Business Group Member and, to the Knowledge of the Seller, each Non-Controlled JV, is, and has been since January 1, 2019, in compliance with all applicable Laws and Judgments, except for instances of noncompliance that, individually or in the aggregate, have not been and would not reasonably be expected to be material to the Business.
During the twelve (12) months prior to the date of this Agreement, no Seller Business Group Member has received any written notice from any Material Customer indicating that it intends to cancel, terminate or otherwise adversely modify in any material respect its relationship with the Seller Business Group or the Business.
To the Knowledge of Seller, since January 1, 2023 through the date of this Agreement, no Material Customer or Material Supplier has notified a Business Group Member in writing that it intends to materially and adversely change the terms or scope of its commercial relationship with the Business (excluding ebbs and flows and pricing variations in the ordinary course).
For the avoidance of doubt, nothing in this Article 5 shall restrict any Seller Business Group Member (other than an Acquired Company or a JV Entity) to the extent any action by such Seller Business Group Member does not relate to or affect the Business or an Acquired Company.