Sacramone definition
Examples of Sacramone in a sentence
In the event of a timely notification of a dispute, the Buyer and Sacramone will negotiate in good faith to resolve such dispute.
The Buyer shall use its reasonable best efforts to ensure that Sacramone is elected to the Buyer’s Board of Directors at the 2017 annual meeting of its stockholders.
If the Buyer and Sacramone fail to resolve such dispute within 30 days after Sacramone advises the Buyer of the Sellers’ objections, then the Buyer and Sacramone will submit the items remaining in dispute to a nationally recognized firm of independent public accountants as to which the Buyer and Sacramone mutually agree acting promptly and in good faith (the “Independent Accounting Firm”).
As promptly as practicable thereafter, the Buyer and Sacramone will each prepare and submit a presentation to the Independent Accounting Firm regarding the dispute.
The Landlord Consent shall include an undertaking by the Landlord to release Sacramone as the current “Guarantor” under the Lease upon replacement with a substitute guarantor acceptable to the Landlord.
If Sacramone does not so notify the Buyer of a dispute with respect to the Closing Statement within such 30-day period, such Closing Statement will be final, conclusive and binding on the Parties.
As soon as practicable thereafter, the Buyer and Sacramone will direct the Independent Accounting Firm to decide the specific items and amounts under dispute by the Parties by assigning a value to such items equal to one of, or any amount between, the values attributed to such items in the presentations submitted by Sacramone and the Buyer and the Independent Accounting Firm will be required to apply the Accounting Principles and on a basis consistent with Schedule I in making such determination.
The term “Final Closing Statement,” as used in this Agreement, will mean the definitive Closing Statement accepted by Sacramone or agreed to by Sacramone, on behalf of the Sellers, and the Buyer or the definitive Closing Statement resulting from the determinations made by the Independent Accounting Firm in accordance with this Section 2.3(b) (in addition to those items accepted by Sacramone or agreed to by Sacramone, on behalf of the Sellers, and the Buyer).
Notwithstanding anything herein to the contrary, M▇▇▇▇▇▇ and Sacramone shall pay the Buyer for any Taxes that are the responsibility of them pursuant to this Section 8.2 at least five (5) Business Days prior to the due date for payment of such amounts by Buyer or Company, but in no event prior to the date that is ten (10) Business Days after written demand therefor delivered to the Sellers by the Company.
Sacramone and M▇▇▇▇▇▇ agree, on behalf of themselves and their executors, personal representatives, successors and assigns, to forbear from exercising any remedies against the Company and its affiliates in connection with the Remaining Indebtedness from now until the Termination Date.