Examples of B&K Business in a sentence
The cash proceeds from a B&K Sale received by ASD and/or any of its Subsidiaries at the closing of a B&K Sale (including any cash held by any of ASD Subsidiaries that are engaged in the B&K Business, collectively, the “B&K Sale Proceeds“) shall be solely the right of ASD.
The Parties hereto understand and acknowledge that ASD is conducting a process and exploring the possible sale of the B&K Business to one or more third parties whether by sale of stock, asset (direct or indirect) or merger, and whether the global B&K Business is sold to one or more third parties or whether the B&K Business is sold separately in regions to one or more third parties (a “B&K Sale”).
Except as otherwise provided in this Agreement: (a) GEM shall operate the B&K Business at its expense separately from the business of Boonton (the "Boonton Business"); and (b) Boonton shall operate the Boonton Business at its expensed separately from the B&K Business.
No notice has been received by the Asset Sellers (in respect of the B&K Business), the B&K Companies or the Subsidiaries of the B&K Companies from the landlords of the Real Property Leases in respect of any existing material default of the Real Property Leases which remain outstanding as of the date hereof.
Except as set forth in Schedule 5.13(b), with respect to each of the Real Property Leases: the Asset Sellers’ (in respect of the B&K Business), the B&K Companies’ or the Subsidiaries of the B&K Companies’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, except for any such disturbances that have not materially affected the use of the Leased Real Property.
Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 7.24(c)(ii) of the Seller’s Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses, the Americas B&K Business or the International B&K Business.
Each of the Asset Sellers (in respect of the B&K Business), the B&K Companies or the Subsidiaries of the B&K Companies, as applicable, has (i) good, marketable and indefeasible and insurable fee simple title to the Owned Real Property located in the United States and (ii) legal and beneficial title to the Owned Real Property located outside of the United States, in each case, subject only to Permitted Encumbrances.
Section 5.14(a) of the Seller’s Disclosure Schedule also contains a complete and accurate list of all material inbound licenses of Intellectual Property (other than with respect to IT Assets) used in the B&K Business as currently conducted.
Boonton shall use the Boonton Premises in a manner that does not interfere with or hinder the operations of the B&K Business in the B&K Area or otherwise create a nuisance.
All of the Financial Statements are qualified by the fact that the B&K Business has not operated as a separate “stand alone” entity within ASD.