Seller Subsidiaries definition
Examples of Seller Subsidiaries in a sentence
None of the Seller Subsidiaries have received from any Governmental Authority any (i) notice indicating an intent to open an audit or other review with respect to Taxes, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax.
The ownership structure relating to the Seller Subsidiaries before effecting the Pre-Closing Reorganization is accurately depicted in Section 4.1 of the Seller Disclosure Letter.
None of the representations set forth in this Section 4.27 shall be interpreted as providing any representation, warranty or other assurance regarding the existence, amount, value or condition of any Tax asset or Tax attributes of the Seller Subsidiaries (including, but not limited to, any Tax loss carryforward) or the ability of the Buyer or any of its Affiliates (including, on or after the Closing Date, the Seller Subsidiaries) to utilize such Tax asset or Tax attributes.
Except for those Key Employees and Employees with a management position listed in Section 3.14 of the Seller Disclosure Letter, until 12 months following the Closing Date, none of the Seller, the Parent Company, their Affiliates or any of their representatives shall solicit or cause to be solicited for hire or employment, directly or indirectly, such Key Employee or Employee with a management position of any of the Seller Subsidiaries.
The Buyer shall prepare each Stub Period Return on a basis consistent with (i) applicable Law, (ii) the Closing Statement and (iii) the past practices and procedures of the Seller Subsidiaries.