Examples of German Purchaser in a sentence
Any agreement with the employee representatives that would result in any additional costs or expenses to German Purchaser or its Affiliates requires German Purchaser’s prior consent.
The Sellers shall indemnify and keep indemnified the German Purchaser (and the Purchasers) against all costs, expenses and losses incurred by the German Purchaser and the German Company as a result of the termination of the Domination and Profit and Loss Transfer Agreement (except for fees incurred in connection with the negotiation and preparation of this Agreement).
As of the date of this Agreement, to the Knowledge of Purchaser, there is no investigation against Purchaser, German Purchaser or any of their respective Subsidiaries that would reasonably be expected to (a) prevent, hinder or delay any of the transactions contemplated hereby and (b) have a material adverse effect on the ability of Purchasers to perform their obligations under this Agreement and the applicable Ancillary Agreements.
As of the date of this Agreement, there is no Action pending, or to the Knowledge of Purchaser, threatened in any written notice addressed and delivered to Purchaser, German Purchaser or any of their respective Subsidiaries, that would reasonably be expected to (i) prevent, hinder or delay any of the transactions contemplated hereby and (ii) have a material adverse effect on the ability of Purchasers to perform their obligations under this Agreement and the applicable Ancillary Agreements.
None of Purchaser, German Purchaser or any of their respective Subsidiaries or Affiliates owns more than ten percent (10%) of the voting securities of any Person, or controls or operates any business, in each case, that is engaged in any of the lines of business in which the Business is engaged, or that otherwise competes with the Business.
Subject to the delivery of the German Purchased VAT Receipt, Purchaser shall pay, or shall cause an Affiliate thereof to pay, to the applicable Seller Entity, on behalf of the German Purchaser, the German VAT Amount no later than two (2) Business Days prior to the due date for the remittance of such German VAT Amount by the applicable Seller Entity to the applicable Taxing Authorities.
As of the date hereof, none of Purchaser, German Purchaser or any of their respective Subsidiaries or Affiliates is involved in substantive negotiations with respect to the acquisition of any business that would reasonably be deemed to be competitive with the Business.
As of the date of this Agreement, none of Purchaser, German Purchaser or any of their respective Subsidiaries is subject to any outstanding Order that would reasonably be expected to (A) prevent, hinder or delay any of the transactions contemplated hereby or (B) have a material adverse effect on the ability of Purchasers to perform their obligations under this Agreement and the Ancillary Agreements.
The Intellectual Property Rights are lawfully owned or have been applied for by the Group Companies or will be transferred lawfully as of the Closing Date to the German Purchaser.
After the transfer of the employment relationship, Costs of Employment and Termination Costs, if any, in respect of those Heidenheim R&D Employees who have accepted the offer of employment from German Purchaser or its Affiliate shall be borne by German Purchaser or its Affiliate, as the case may be.