Seller Parties definition
Examples of Seller Parties in a sentence
The Seller Parties have prepared (or caused to be prepared) and duly and timely filed all material Tax Returns with respect to the Transferred Assets and the Business, in each case with the appropriate Taxing Authority in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time to make such filings), and all such Tax Returns (taking into account all amendments thereto) are true, complete, and correct in all material respects.
No “business combination,” “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or anti-takeover provision in the Organizational Documents is applicable to the Seller Parties, this Agreement, or the Acquisition.
The Seller Parties have at all times since the beginning of the Lookback Period implemented, maintained, and monitored reasonable and appropriate plans, policies, and measures (including with respect to technical, administrative, and physical security) designed to preserve and protect the confidentiality, availability, security, and integrity of all Systems and Business Data included within the Transferred Assets.
Any Tax sharing, indemnification or allocation agreement, arrangement, practice or policy to which the Seller Parties is a party or by which it is bound shall be terminated as of the Closing Date, and the Business shall not have any liability or obligation pursuant thereto.
The execution, delivery and performance of this Agreement, and the transfer of all Personal Information included within the Transferred Assets to Buyer, in each case, by the Seller Parties, will not violate any applicable Data Processing Obligation, in each case, except as would not, individually or in the aggregate, be expected to result in a Business Material Adverse Effect.