Examples of NOARK Group in a sentence
Any Tax sharing agreement between any member of the NOARK Group and Seller or any of Seller’s Affiliates (other than a member of the NOARK Group) shall be terminated as of the Closing Date and shall have no further effect with respect to any Pre-Closing Tax Period or Post-Closing Tax Period.
Seller shall prepare and file all Tax Returns required to be filed on or prior to the Closing Date by or with respect to any member of the NOARK Group and shall pay all Taxes due on or prior to the Closing Date from any member of the NOARK Group.
Seller and the NOARK Group will cause their respective counsel, accountants, financial advisors, employees, agents and other authorized representatives (the “Seller Representatives”) to be available to Buyer and the Buyer Representatives at all reasonable times during normal business hours and upon reasonable prior notice for such purposes.
Buyer shall pay to Seller within 2 Business Days of receipt any amounts received as a refund of Taxes paid by a member of the NOARK Group with respect to a Pre-Closing Tax Period provided the refund does not result from or relate to the carryback of any loss, deduction, credit or other Tax item arising or accruing in a Post-Closing Tax Period.
On or before the date that is 5 days prior to the due date for payment of any Taxes due from any member of the NOARK Group for a Prior Tax Period or a Straddle Tax Period, Seller shall remit to Buyer an amount in cash equal to the excess (if any) of (i) the amount of Taxes due from such member of the NOARK Group for the Pre-Closing Tax Period, over (ii) the amount (if any) set forth as a liability for such Tax in the Final Closing Statement.
Schedule 3.18 sets forth summaries of all insurance policies and fidelity bonds, including expiration dates and deductibles covering the members of the NOARK Group, the Business, and the Subject Employees (other than Employee Plans), and Seller has made available to Buyer true, complete and correct copies of all such policies and bonds.
For the avoidance of doubt, neither NES nor the equity interests in NES shall be considered part of the NOARK Group or the Business at any time.
Except as disclosed on Schedule 3.15, there are no pending, or to the Knowledge of Seller threatened, FERC proceedings involving any member of the NOARK Group.
With respect to any Tax Return required to be filed after the Closing Date by or for any member of the NOARK Group for a Straddle Tax Period, Buyer shall deliver to Seller a draft of such Tax Return, along with a statement of the amount of Taxes due each member of the NOARK Group for the Pre-Closing Tax Period with respect to such Tax Return, on or prior to the date that is 30 days prior to the due date for filing such Tax Return.
Prior to Closing, Seller shall cause NOARK to divest or otherwise transfer all of its equity interests in NES to either Seller or one of Seller’s Affiliates (other than any member of the NOARK Group) without any indemnification or other residual liability on the part of any of the NOARK Group.