Equity Selling Entity definition
Examples of Equity Selling Entity in a sentence
Seller shall provide such draft invoice within a reasonable period of time prior to the due date for Seller (or the relevant Equity Selling Entity or Asset Selling Entity) to issue such invoice (taking into account any applicable extensions), and Seller shall reflect on such VAT invoices the required information provided by Purchaser and any reasonable comments submitted by Purchaser.
Upon the transfer and payment for the Equity Interests of the Transferred Subsidiaries as contemplated herein, each Equity Selling Entity will transfer to Buyer valid title to the Equity Interest of the Transferred Subsidiaries, free and clear of any Encumbrances.
Except as set forth in Section 3.6 of the Seller Disclosure Letter, there are no stockholders’ agreements or voting trusts, proxies or other agreements or understandings to which any Equity Selling Entity is a party or by which Seller is bound with respect to the voting, transfer or other disposition of the Equity Interests of the Transferred Subsidiaries or otherwise related to any Equity Interest of any Transferred Subsidiary.
Each Equity Selling Entity and Asset Selling Entity has full corporate, company or partnership power and authority to enable it to own, lease or otherwise hold the Purchased Assets owned, leased or otherwise held by it and to conduct the Business as presently conducted by it.
Purchaser will pay such VAT to Seller not later than thirty (30) calendar days after Purchaser’s receipt of a valid VAT invoice issued by Seller or the relevant Equity Selling Entity or Asset Selling Entity that complies with the relevant conditions under applicable Law and that is addressed to Purchaser or the relevant Affiliate of Purchaser (as appropriate).
Seller and each Equity Selling Entity shall pay its portion as determined pursuant to Section 7.1 of any amounts due on any Purchaser Prepared Tax Return to Purchaser at least five (5) Business Days before such Taxes are due (other than any Taxes included in the calculation of the Final Adjustment Amount).
Tax records (“Tax Records”) in possession of Seller (other than those included in the Excluded Assets) and/or the Equity Selling Entity relating to each Conveyed Company shall be transferred to Purchaser.
Seller shall, and shall cause, as applicable, the Equity Selling Entity and/or the Asset Selling Entities to, pay over to Purchaser, no fewer than three (3) Business Days prior to the due date of the applicable Tax Return, an amount of cash sufficient for the payment of any Taxes required to be shown as due on such Tax Return and for which Seller bears responsibility pursuant to Section 7.1 of this Agreement.
All the Acquired Equity Interests are fully paid and there is no liability to pay any additional contributions on the Acquired Equity Interests and each Equity Selling Entity is: (i) the sole legal and beneficial owner of the Acquired Equity Interests free from all Liens; and (ii) entitled to transfer or procure the transfer of the Acquired Equity Interests pursuant to the terms of this Agreement.
The Equity Selling Entity and each Asset Selling Entity is a corporation or a limited liability company duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization and each such entity has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as presently conducted.