Target Group Members definition
Examples of Target Group Members in a sentence
To the Knowledge of Target and except as disclosed in Section 3.12(g)(i) of the Disclosure Schedule, no Employee of any Target Group Member has entered into any Contract that restricts or limits in any way the scope or type of work in which the Employee may be engaged or requires the Employee to transfer, assign or disclose information concerning his, her or its work to anyone other than Target Group Members.
Section 3.12(g)(iii) of the Disclosure Schedule lists all material written Contracts between or among any Target Group Member, any Employee thereof and a third party that imparts an obligation of noncompetition, secrecy, confidentiality or non-disclosure upon Target Group Members, or any Employee thereof acting in the scope of his or her employment with a Target Group Member.
A full list of all agreements between and/or among Target Group Members and/or their respective Affiliates and/or their respective directors, officers and employees is set forth in Schedule 8.2(i) of the Disclosure Schedules.
None of the Seller, Seller Shareholders or Target Group Members has been or is in default under any note, debt, corporate bond, pledge, charge, mortgage, guarantee, undertaking or any Contract with respect to any Debt or Encumbrance that has caused or could reasonably be expected to cause any Material Adverse Effect on any Target Group Member.
None of the Seller, Seller Shareholders or the Target Group Members has, directly or indirectly or via any Representative, Liaison Office or other third party, established or maintained, or promised to establish or maintain, a secret or unrecorded fund (a "Prohibited Fund"), or made any false or fictitious entries or failed to make full and accurate disclosure in any books or records of any Target Group Member relating to any Prohibited Fund.
After the First Closing Date, the Parties shall cause the Target Group to duly establish and operate at least two (2) retail stores that will conduct direct-to-market sale of the Target Group's products, which stores shall be wholly owned by one or more Target Group Members.
None of the Target Group Members has any undisclosed or un-accrued Liabilities.
None of the Target Group Members and Advisory Clients has been a “controlled corporation” or a “distributing corporation” (in each case, within the meaning of Section 355(a)(1)(A) of the Code) in any distribution that was purported or intended to be governed by Section 355 of the Code.
The Target Group Members shall have all powers and authorities necessary to own, operate or lease all properties and assets used by them and to carry on their Primary Business.
The Premium Refunds will be received by the Target Group Members after the Closing.