TBG Entities definition
Examples of TBG Entities in a sentence
To secure the Buyer Lease Payment Secured Debt, each of the Assignor TBG Entities hereby grants to Buyer a valid, continuing security interest in all Purchased Assets, subject to any Existing Encumbrances.
All sales Taxes owed by the Assignor TBG Entities, whether or not shown to be payable on such Tax Returns, including those relating to the Salons, the Business, the Purchased Assets, and/or other salons owned or operated by the Assignor TBG Entities, have been timely paid.
The TBG Entities shall not be required to provide any transition services to the Buyer except as may be set forth in the Transfer Agreements.
The Assignor TBG Entities have informed Buyer that the Assignor TBG Entities and their Affiliates have been and are currently losing money in the operation of the Salons and the Business and that these operating losses are present before factoring in corporate overhead/G&A expenses as an additional expense in the operation of the Salons and the Business.
Within thirty (30) days after Closing, at the direction of Assignee, the Assignor TBG Entities shall provide an accounting (reasonably satisfactory to Buyer) of all credit card receipts from the Salons for the period after December 31, 2019, to and including the Credit Card Changeover Date (the “Buyer Credit Card Receipts”) and remit all Buyer Credit Card Receipts from the Salons to Buyer.
In the event that any of the TBG Entities fails to perform its obligations under this Section 6, each of the Regis Entities shall have the right to perform such obligations on behalf of the TBG Entities, at the sole cost of the Regis Entities, and each of the TBG Entities hereby appoint the Regis Entities as their attorney-in-fact for such purposes.
Schedule 2.6(c) of the Disclosure Schedule sets forth all wages and other amounts accrued with respect to Transferred Employees for all periods ending prior to the Closing Date (the “Employee Payments”), and, except as set forth on Schedule 2.6(d) of the Disclosure Schedule and with respect to the Assumed Benefits, the Assignor TBG Entities have paid all Employee Payments owing on or prior to the date hereof.
At Buyer’s request, the Assignor TBG Entities and Assignee shall cooperate with Buyer and assist Buyer in providing messaging and communications to the Transferred Employees regarding the Transfer as well as offers of employment from Buyer.
The effectiveness of this Second Settlement Agreement is conditioned upon (i) the accuracy of all representations and warranties by the TBG Entities set forth herein, (ii) the execution and effectiveness of the Lease Modifications (as defined below), (iii) the payments to the Regis Entities required by Section 12, and (iv) the execution and delivery of the mutual Releases required by Section 18.
The Transferred Employee Payroll Deposit shall be held for payment of obligations owed by the Assignor TBG Entities to the Transferred Employees that are to be paid after December 31, 2019.