Examples of Local Purchasers in a sentence
Purchaser and the Local Purchasers are qualified to do business and are in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, when taken together with all other such failures, is not reasonably likely to have a Purchaser Material Adverse Effect.
The Purchaser and the Local Purchasers shall acquire no interest under this Agreement in the Excluded Assets.
Purchaser's and the Local Purchaser's certificates of incorporation and by-laws, or such other applicable organizational documents, so delivered are in full force and effect.
Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any Assets not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Assets to Purchaser or the Local Purchasers for no additional consideration.
The execution, delivery and performance by Purchaser and the Local Purchasers of this Agreement, if it is a party hereto, and each of the Ancillary Agreements has been duly and validly authorized and no additional corporate authorization or consent is required in this respect.
Purchaser and the Local Purchasers are each a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with all requisite corporate power and authority to own and operate and to carry on its business as currently conducted.
Purchaser has made available to Seller a complete and correct copy of Purchaser's and the Local Purchasers certificates of incorporation and by-laws, or other applicable organizational documents, each as amended to date.
Purchaser's and the Local Purchasers' certificates of incorporation and by-laws, or other applicable organizational documents, each as amended to date.
None of Purchaser and the Local Purchasers is in default under or in violation of any provision of its charter or bylaws.
Subject to Section 9.6 above, Seller shall bear any costs related to, and shall indemnify and hold harmless Purchaser and the Local Purchasers from and against any claims made by any Foreign Business Employee for any statutory, contractual or common law severance or separation benefits and other legally mandated payment obligations (including the employer portion of any employment Taxes, together with any compensation payable during any mandatory termination notice period related thereto).