Neither Seller definition
Neither Seller has any retirement, pension, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, educational assistance, dependent care assistance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, incentives or other benefit plan generally provided to employees of either Seller.
Neither Seller nor Buyer shall take, nor shall they permit any affiliate to take, any position for federal income Tax purposes that is inconsistent with the Section 338(h)(10) Election or the information set forth in the Form 8023 executed by Seller and Buyer with respect to the Section 338(h)(10) Election, unless required to do so pursuant to a final "determination" within the meaning of Code Section 1313.
Neither Seller nor the Company has filed with the IRS any request for a ruling with respect to the Company or any of the Company's Assets, services or products.
Examples of Neither Seller in a sentence
Neither Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.
Neither Seller nor, to Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.
Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.
Neither Seller nor the Servicer shall have the right to assign its rights or obligations under this Agreement.
Neither Seller nor any agents shall be bound to implied warranty of any kind or nature, whether as to habitability, fitness for a particular purpose or otherwise relating in any way to the Property or its condition, quality or size, except as expressly set forth in this Agreement or any Seller property disclosure document.
More Definitions of Neither Seller
Neither Seller nor Au Bon Pain has taken any action or has entered into any agreement, understanding or other arrangement that would obligate Seller or Buyer to pay any broker's or finder's fee or any other similar fee or commission to any agent, broker, investment banker or other firm or person in connection with any of the transactions contemplated by this Agreement, except for ▇▇▇▇▇ ▇▇▇▇▇▇ Enterprises, LLC and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Company Limited, whose fees shall be the exclusive responsibility of Seller. Seller and Au Bon Pain shall, jointly and severally, indemnify and hold Buyer harmless with respect to any claim of any third party for such fee or commission claiming by, through or under Seller.
Neither Seller has any Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.
Neither Seller nor Buyer Party nor any affiliates, subsidiaries, employees, officers, directors or agents of Seller or Buyer will make any public statement with regard to this Agreement, including the fact of its existence, the subject matter hereof or the transactions contemplated hereby, without the prior written consent and agreement of the other Party; provided, however, that each Party shall fully cooperate and shall not delay in providing its reasonable consent in the event that the other Party must make a public announcement in order to comply with the disclosure requirements of U.S. and other applicable securities laws. EFFECTIVE the day and year first before written by the duly authorized representative of Seller and Buyer respectively: CONOCO INC. UCAR CARBON COMPANY INC. By: /s/ Jim W. Nokes By: /s/ John A. Toner ------------------------- ----------------------- Name: Jim W. Nokes Name: John A. Toner Ti▇▇▇: ▇▇▇▇▇▇▇ve Vice President Ti▇▇▇: ▇▇rector, Strategic Refining, Marketing, Supply & Transportation Raw Materials and Worldwide Puchasing
Neither Seller nor the Leased Facility is in violation of any Environmental Law, or subject to any pending or, to the Best of Seller's Knowledge, threatened Proceeding relating to an alleged violation of, or non- compliance with, any Environmental Law. Neither Seller nor the School has generated, transported, stored, treated or disposed of, nor has either of them allowed or arranged for any third persons to generate, transport, store, treat or dispose of, any Hazardous Substance to or at: (a) any location other than a site lawfully permitted to receive such Hazardous Substance for such purposes or (b) any location designated for remedial action pursuant to federal, state or local statute and relating to the environment or waste disposal; nor, to the Best of Seller's Knowledge, has Seller or the School performed, arranged for or allowed by any method or procedure such transportation or disposal in contravention of any Legal Requirements, except where such violation would not have a material adverse affect on the business or operations of Seller or the School. Except as set forth in Schedule 4.19 attached hereto, neither Seller or the School has received notification of, nor is it aware, of, any past or present failure by Seller or the School to comply with any Environmental Law, including without limitation the requirements of any Licenses or Permits issued pursuant to any Environmental Law. Except as set forth on Schedule 4.19, to the Best of Seller's Knowledge, the Leased Facility does not contain asbestos or polychlorinated biphenyls or any underground storage tanks. Except as set forth on Schedule 4.19 neither Seller or the School has received any notice of any violations of the Occupational Safety and Health Act, as amended, or any similar state or local Legal Requirement.
Neither Seller s nor Seller Subs' use of the item is subject to any outstanding injunction, judgment, order, decree, ruling, or charge;
Neither Seller nor the Division Subsidiary has granted any license or other right to any other Person with respect to the Owned Intellectual Property. The consummation of the transactions contemplated by this Agreement will not result in the termination or impairment of any of the Owned Intellectual Property or any of the rights of Seller or the Division Subsidiary in any of the Licensed Intellectual Property.
Neither Seller nor any Shareholder nor their Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers and provide the reasons under Buyer's employment standards. Seller shall be solely responsible for complying with all applicable Legal Requirements as to all Active Employees who are not hired Active Employees. Buyer shall assist Seller in such compliance efforts.