Division Entities definition
Examples of Division Entities in a sentence
Buyer acknowledges that Seller has provided Buyer with access to the properties, premises, Contracts and records of the Company and the Division Entities for this purpose.
Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company and the Division Entities, which investigation, review and analysis was done by Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by Buyer's representatives.
On or prior to the Closing Date, any agreement with respect to Taxes to which the Company or any of the Division Entities is a party shall be terminated (other than agreements, arrangements or practices solely between or among the Company and the Division Entities), all obligations thereunder shall be settled, and no additional payments shall be made under any provisions thereof after the Closing Date.
Since January 1, 2005, to the Knowledge of Seller, neither the Company nor any Division Entity has received written notice of the intent of any federal, state, local or foreign Governmental Entity responsible for the enforcement of employment Laws to conduct an investigation of or relating to the Company, or the Division Entities, and no such investigation is in progress.
None of Buyer, Seller, the Company, and the Division Entities shall take or fail to take any action if so acting (or failing to act) would be reasonably expected to impair the effectiveness of any such Section 338(h)(10) Election.
There are no outstanding bonds, debentures, notes or other Indebtedness having the right to vote on any matters on which stockholders of any of the Division Subsidiaries, or, to Seller's Knowledge, any of the Minority Interest Division Entities, may vote.
Prior to Closing, Buyer shall use commercially reasonable efforts to fulfill the necessary requirements of each state in which the Company or any of the Division Entities operates with respect to workers' compensation insurance, including posting surety bonds or purchasing insurance policies, in each case, as of the Effective Time.
At Closing, the Company and the Division Entities will be the only Affiliates of Seller that are engaged in the operation of the Division.
Seller has made available to Buyer all material environmental audits, assessments, reports and other documents in Seller's, the Company's or any Division Entities' possession or control materially bearing on environmental, health or safety liabilities, in each case, relating to the current properties, facilities or operations of the Company and the Division Entities.
Though they are fitted to some extent to the situation and often to a question posed by the interviewer, they are essentially monologues and show a degree of decontextualization.