Examples of Local Businesses in a sentence
Seller has all requisite organizational power and authority and has taken all organizational action necessary in order to execute, deliver and perform its obligations under this Agreement and each of the Ancillary Agreements and other agreements and instruments contemplated hereby to which it is a party and consummate the Transactions (including all power and authority to sell and transfer all of its Interests and the Deferred Vantive Local Businesses as provided by this Agreement).
Unless provided otherwise in a Business Transfer Agreement, Buyer shall be liable for and pay any and all Transfer Taxes due and payable as a result of, relating to or in connection with the purchase and sale of the Interests and the Deferred Vantive Local Businesses, and Buyer shall reimburse Seller for any such Transfer Taxes that are paid by Seller or its Affiliates.
Buyer and Seller shall cooperate in good faith to effectuate the transfer of the Deferred Vantive Local Businesses as promptly as reasonably practicable following the Effective Time in accordance with the terms and conditions set forth in Section 1.6 of the Seller Disclosure Letter.
If an amount of Indemnified Taxes that was included as a liability in the calculation of Final Cash Consideration is later determined to not be payable (a “Tax Overprovision”), the amount of such Tax Overprovision shall be for the account of Seller and shall be treated as being received by Buyer upon reversal of such Tax liability in the financial statements of Buyer, the Vantive Group Entities the Deferred Vantive Local Businesses, or any of their Affiliates pursuant to GAAP.
The Developer shall use reasonable endeavours to provide opportunities for Local Businesses to bid/tender for the provision of estate management goods and services.