Examples of Purchased Corporation in a sentence
The applicable Purchased Corporation has performed all of the material obligations required to be performed by it and is entitled to all benefits granted to it under the Material Contracts to which it is a party.
The Purchaser and each of the Purchased Corporations will, upon reasonable request of the Vendor, use all reasonable commercial efforts to take reasonable steps, including obtaining any certificate or other document from, or effect any filing with, any Governmental Entity as may be considered desirable to mitigate, reduce or eliminate any Taxes that could be imposed on either Purchased Corporation and that could reasonably give rise to a right of indemnity hereunder.
Such Tax Returns will be prepared consistent with prior practice, except where otherwise required under applicable Tax Law, provided that no reserve or credit will be claimed if doing so would result in an amount being included in the income of a Purchased Corporation in a Tax period ending after the Closing Date.
No Purchased Corporation is alleged to be in default of any Material Contract to which it is a party.
The Parties agree that the Purchase Price and any assumed obligations treated for federal income Tax purposes as consideration for a sale transaction (collectively, the “Allocable Amount”) shall be allocated among (i) the stock of each Purchased Corporation and (ii) the assets of the Flow-Through Entities (other than the stock of the Purchased Corporations), for federal and applicable state income Tax purposes.
No material customer or supplier has given any Purchased Corporation written notice terminating, canceling, reducing the volume under, or renegotiating the pricing terms or any other material terms of any Contract or relationship with any Purchased Corporation or threatening to take any of such actions, and, to the knowledge of the Vendors, no such customer or supplier intends to do any of the foregoing.
In the model we set out below, production requires a private input and a public good input.
Except for the Purchaser's right under this Agreement, no Person has any Contract, option or warrant or any right or privilege capable of becoming such for the purchase, subscription, allotment or issuance of any of the unissued securities of either Purchased Corporation.
Without limiting the generality of the foregoing, except as disclosed in Section 3.1(mm) of the Disclosure Letter (in the period between the Balance Sheet Date and the date of this Agreement), no Purchased Corporation has taken any of the actions set out in Section 5.1(1)(a)(i) – (xxviii).
No Vendor nor any of its affiliates (other than a Purchased Corporation) holds or otherwise maintains or has access to any of the cash or cash equivalents of any Purchased Corporation.