Examples of Sale Group Company in a sentence
The GP Limited Partnership Seller undertakes that, after Completion, it shall use reasonable endeavours to obtain the release of each Sale Group Company from any guarantee or similar surety given by it in respect of a liability or obligation of any Sellers’ Group Company and pending such release it shall indemnify and hold harmless the Purchasers and each Purchasers’ Group Company from all costs, claims and liabilities arising under any such guarantee or similar surety.
The Buyer must ensure that no Sale Group Company makes any Claim against any of the former directors or officers of the Sale Group Company in respect of any act or omission by those former directors or officers before Completion, other than in respect of any wilful misconduct or dishonesty.
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If, following the making of a payment as a result of a breach of any of the Tax Warranties, all or part of the Tax Claim Amount is refunded either in cash or by credit to a Sale Group Company (including, but not limited to, any amount or credit received following a successful objection or appeal), the Buyer must within 5 Business Days pay to the Seller the lesser of the refund and the amount of the payments paid under the Tax Warranties.
The GP Limited Partnership Seller shall procure that there are maintained in full force and effect all insurance policies in which any Sale Group Company has an interest (the “ Insurance Policies”), up to and including the Completion Date.
The Seller indemnifies the Buyer and any Sale Group Companies against any breach of this document by the Seller, provided that only one of the Buyer and a Sale Group Company shall be entitled to claim under this indemnity in respect of a particular breach.
If the Sellers fail to perform their obligations under Clause 8.3, then the Sellers shall (in their Relevant Proportions) reimburse the relevant Sale Group Company an amount equal to any new or increased indebtedness (plus any accruing interest) incurred by the relevant Sale Group Company arising directly from such failure not later than 15 Business Days after the Purchasers have demonstrated to the satisfaction of the Sellers (acting reasonably) that such failure has occurred.
Subject to Clause 9.3, the Purchasers undertake that, after Completion, they shall use their reasonable endeavours to obtain the release of each Sellers’ Group Company from any guarantee or similar surety given by it in respect of the liabilities or obligations of any Sale Group Company, in each case that is not contained in folder 12.7.10 of the Data Room Information (a “ Supplemental Sellers’ Group Guarantee”).
Any Sellers’ Group Company may enforce the terms of this Clause 9.1. Subject to Clause 9.3, the Purchasers undertake that, after Completion, they shall use their reasonable endeavours to obtain the release of each Sellers’ Group Company from any guarantee or similar surety given by it in respect of the liabilities or obligations of any Sale Group Company, in each case that is not contained in folder 12.7.10 of the Data Room Information (a “Supplemental Sellers’ Group Guarantee”).
Consistently with any applicable statutory obligations, the Buyer must not, and must ensure that the relevant Sale Group Company does not, engage in any discussions, negotiations or confer with any representatives of the -37- Tax Authority concerning the Tax Claim without first complying with the requirements of paragraphs (a), (b), (d) and (e) of this subclause.