Examples of Rugby USA in a sentence
Capitalized terms not otherwise defined herein used in this Agreement shall, solely for purposes of this Agreement, the Annexes attached hereto, the Company Disclosure Letter and the Rugby USA Disclosure Letter, have the meanings ascribed to them in this Article 1.
Any and all consents of Governmental Authorities, if any, necessary to consummate the transactions contemplated by this Agreement shall have been obtained, where the failure to obtain such consents, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect on the Company or a Material Adverse Effect on Rugby USA.
The Company shall promptly prepare all returns or other reports with respect to Taxes required to be filed by or with respect to Rugby USA and the Rugby USA Subsidiaries for any taxable period (or portion thereof) ending on the Closing Date and shall present such returns to Rugby no later than 30 days prior to the due date for such returns.
Except as, individually or in the aggregate, has not resulted and could not reasonably be expected to result in a Material Adverse Effect on Rugby USA, no deficiencies for any Taxes have been proposed, asserted or assessed against Rugby USA or any Rugby USA Subsidiary, and no requests for waivers of the time to assess any such Taxes are pending.
Rugby USA is not in violation of any of the provisions of its articles of incorporation or by-laws.
Rugby shall pay or shall cause Rugby USA to pay to the IRS, on or before the Closing Date, the Rugby Tax Amount.
Neither Rugby USA nor any Rugby USA Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to Rugby USA or any Rugby USA Subsidiary or by which any property or asset of Rugby USA or any Rugby USA Subsidiary is or may be bound or affected or (ii) any Rugby USA Permits, except for any such conflicts, defaults or violations that, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Material Adverse Effect on Rugby USA.
The Company is not acquiring the Rugby USA Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.
Rugby USA and each Rugby USA Subsidiary has good and marketable title to its properties and assets not a part of the Excluded Assets and Liabilities (other than property as to which it is a lessee) except for such defects in title that, individually or in the aggregate, have not resulted and could not reasonably be excepted to result in a Material Adverse Effect on Rugby USA.
Except for the Contracts listed in Section 4.12 of the Rugby Disclosure Letter, there is no Contract that is material to the business, financial condition or results of operations of Rugby USA and the Rugby USA Subsidiaries (other than the Excluded Assets and Liabilities), taken as a whole.