WASHINGTON BUSINESS Sample Clauses
WASHINGTON BUSINESS. In order to achieve operational efficiencies through the integration of compatible businesses in markets in the Greater Seattle area of Washington served by both of SSW Group and SSW Holdings Pure Water, the parties agree as follows:
(a) SSW Holdings Pure Water shall be responsible for the management and operation of the home and office bottled water business of the Cullyspring Seattle Division. SSW Group will cause the Seattle plant of Cullyspring Water Co., Inc. to be closed and the Cullyspring Seattle Division operations to be integrated with the Pure Water Business. The combined business is hereafter referred to as the "Greater Seattle Operations". Certain customers south of Everett, Washington heretofore serviced by the Cullyspring Burlington Division will be transferred to the Pure Water Business and form part of the Greater Seattle Operations. Certain customers of the Pure Water Business and the Cullyspring Seattle Division that are in and north of the Everett, Washington market will be transferred to the Cullyspring Burlington Division. All customers in the Pure Water Business together with those serviced by the Cascade Clear brand will be changed to the "Crystal Springs" brand so that Crystal Springs will be a unified brand throughout the State of Washington;
(b) In managing the Greater Seattle Operations, SSW Holdings Pure Water shall serve the customers of the Cullyspring Seattle Division as if they were customers of SSW Holdings Pure Water, and SSW Holdings Pure Water hereby undertakes that it shall be responsible as follows:
(i) SSW Holdings Pure Water shall manage all assets of the Greater Seattle Operations and shall make all capital expenditures considered necessary to properly and duly serve the customers of the Greater Seattle Operations;
(ii) SSW Holdings Pure Water shall bear all expenses incurred in serving customers of the Greater Seattle Operations;
(iii) SSW Holdings Pure Water shall hire all of the employees of the Cullyspring Seattle Division needed to manage the Greater Seattle Operations. Cullyspring will be responsible for any costs related to the shutdown of its plant in Seattle;
(iv) SSW Holdings Pure Water will purchase the small pack business and equipment that produces 1 gallon and 2.5 gallon HDPE products from Cullyspring for a purchase price of $250,000 plus the receivable and inventory balances net of liabilities assumed of $116,740 for a total payment of $366,740.
(c) SSW Holdings Pure Water will purchase the receivabl...
WASHINGTON BUSINESS. The parties desire to restructure Buyer's acquisition of that portion of the Business located in the State of Washington and conducted by Seller's subsidiary, BFI Medical Waste Systems of Washington, Inc., a Washington corporation ("BFI Washington"), from a contribution of such portion of the Business (the "Washington Business") to the Company to a direct sale to Buyer's subsidiary, Stericycle of Washington, Inc., a Washington corporation ("Stericycle of Washington"), of all of the issued and outstanding capital stock of BFI Washington, which at the Closing shall own all of the Washington Business. At the Closing, Seller shall deliver a certificate or certificates representing all of the issued and outstanding shares of capital stock of BFI Washington, duly endorsed (or accompanied by duly executed stock powers) for transfer to Stericycle of Washington, together with such other documents as Buyer reasonably requests (as provided in Section 2.3(c) of the Stock Purchase Agreement). The sale of the capital stock of BFI Washington shall in all other respects be governed by the terms and conditions of the Stock Purchase Agreement.