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.
No representation or warranty made by the Company or the Major Sellers herein, and no statement provided in any certificate or other document furnished or to be furnished by or on behalf of the Company at the Closing, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact that is necessary in order to make the statements herein or therein not misleading.
There are no actual or, to the Knowledge of the Company and the Major Sellers, threatened suits, actions or proceedings with respect to the Facility for eminent domain.
No claims have been made by the Company under any such policy, and, to the Knowledge of the Company and the Major Sellers, no event has occurred and no state of facts exists in respect of which the Company is entitled to make a claim under any such policy.
Except as set forth on Schedule 3.13, to the Knowledge of the Company and the Major Sellers, there have been no environmental inspections, investigations, studies, audits, tests, reviews or other analyses conducted in relation to any property or business now or previously owned, operated or leased by the Company.
Except as set forth on Schedule 3.17(a), the validity and enforceability of any of the Company Intellectual Property or the title of the Company thereto has not been questioned in any litigation, governmental inquiry or proceeding and, to the Knowledge of the Company and the Major Sellers, there are no facts or information that would raise any colorable questions about the validity, enforceability or ownership of Company Intellectual Property.
To the Knowledge of the Company and the Major Sellers, except as set forth on Schedule 3.15(b), the Facility currently has (i) access to public ways that have been accepted by the appropriate local jurisdiction and (ii) connections to water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, as is necessary for the conduct of the Business.
Except as set forth on Schedule 3.11, there are no claims, suits or actions, administrative, arbitration or other proceedings, or governmental investigations or audits pending or, to the Knowledge of the Company and the Major Sellers, threatened against the Company, any of its properties, assets or businesses or the transactions contemplated hereby.