Major Sellers definition
Examples of Major Sellers in a sentence
Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to any of the TGE Entities, relating to any taxable period beginning on or before the Closing Date, Acquirors or such TGE Entity shall give the Major Sellers reasonable written notice and, if any Major Seller so requests, shall allow, or cause any applicable Person to allow such Major Seller to take, possession of such books and records.
Acquirors shall cause each TGE Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (i) seven years after the Closing Date and (ii) any applicable statute of limitations, as the same may be extended and, in each case, shall offer to transfer such Tax Returns, books, records and other documents to the Major Sellers at the end of the period in which it maintains and preserves such records.
Immediately following the execution of this Agreement, the Major Sellers shall use commercially reasonable efforts to cause each of the Persons set forth on Schedule 2.1 as a “Joinder Party” (each, a “Joinder Party”) to sign a joinder to this Agreement, in substantially the form attached hereto as Exhibit C (a “Joinder”), with respect to the TE Units and Class B Shares specified on Schedule 2.1 opposite such Joinder Party’s name, and the Parties hereby agree to accept each Joinder upon execution thereof.
By contrast, the presence of a women’s studies department, having a women president or chancellor, and an increase in women in the legislature did not have significant associations with compliance.
To the Knowledge of the Company and the Major Sellers, there are no facts which would give rise to material Liabilities for violations of any applicable Law concerning the classification of individuals performing services for the Company.
Further, the Company and the Major Sellers shall cooperate with the Buyer in communicating to the Company’s employees any information concerning employment in the Buyer’s organization and shall encourage the Company’s employees to remain in the employment of the Company after the Closing.
To the Knowledge of the Company and the Major Sellers, there are no facts, circumstances or conditions that could reasonably be expected to result in a claim or action against the Company pursuant to any Environmental Law, including any obligations or liabilities arising from any contractual arrangements involving the manufacture, use, transport, disposal of any Hazardous Substances.
There are no pending or, to the Knowledge of the Company and the Major Sellers, threatened actions, claims or proceedings against the Company or in connection with the Business by or on behalf of or related to any individuals currently or formerly classified by as employees under a “joint employer” theory.
The Company and the Major Sellers shall timely furnish the Buyer with such financial and operating data and other information with respect to the Company and its operations as the Buyer may from time to time reasonably request.
There are no pending civil, criminal or administrative claims liabilities, investigations or proceedings against the Company under any Environmental Law arising out of or relating to the condition of the Facility or the Company’s activities (or failure to act) thereon and, to the Knowledge of the Company and the Major Sellers, there is no reasonable basis for any such proceeding or investigation.