Examples of Southern Entities in a sentence
The Parent and its affiliates shall be liable for the payment of all Taxes of the Southern Entities which are attributable to any Pre-Closing Tax Period, whether shown on any original Tax Return or amended Tax Return for the period referred to therein.
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Each of the Parent, the Sellers and each of the Southern Entities is duly organized, validly existing and in good standing as a corporation under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted.
Effective as of the Closing, any Tax sharing or Tax allocation agreement or arrangement between the Parent or any of its Subsidiaries (other than the Southern Entities) and any of the Southern Entities shall be terminated and shall have no further effect thereafter.
Prior to the Closing, the Parent and the Sellers shall, and shall cause their affiliates to, eliminate all intercompany obligations of the Southern Entities other than trade payables and trade receivables.
From time to time after the Closing, without additional consideration, each of the Parent, the Sellers, CVS and the Purchaser will execute and deliver such further instruments and take such other action as may be necessary, or as may be reasonably requested by the other party, to make effective the transactions contemplated by this Agreement including to give the Purchaser the title or benefit of the Purchased Assets or assets of the Southern Entities as contemplated hereunder.
All refunds or credits of Taxes attributable to any Post-Closing Tax Period received by the Purchaser or the Southern Entities shall be for the benefit of the Purchaser.
The Parent, the Sellers and the Southern Entities have maintained adequate business records including, without limitation, prescription records, with respect to the operation of the Southern Business, and to the knowledge of the Parent, there are no material deficiencies in such business records.
To the extent such documentation is not in the possession of the Purchaser or its affiliates, the Purchaser shall use reasonable efforts to assist the Parent in obtaining any further information that may be required for the Parent to properly report the operations of the Purchased Assets and the Southern Entities in its Tax Returns.