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”).
None 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, is a party to any agreement or option to purchase any real property or interest therein.
Except as set forth in Section 5.8(a) of the Seller’s Disclosure Schedule, since December 31, 2004, the Asset Sellers (with respect to the B&K Business), the B&K Companies and the Subsidiaries thereof have complied with all Laws applicable to the B&K Business except where the failure to so comply would not have, individually or in the aggregate, a Material Adverse Effect.
Section 5.17 of the Seller’s Disclosure Schedule sets forth a list of the ten (10) most significant customers (the “Key Customers”) based on dollar sales volumes of the B&K Business during the twelve (12) month period ended December 31, 2006.
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.
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.
With respect to matters relating to the B&K Business (except as provided in the preceding sentence), after the Closing, Buyers shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and ASD and its Affiliates shall take no action after the Closing without the prior written consent of Buyers that could result in any waiver of any Privilege that could be asserted by Buyers under applicable Law and this Agreement.
Such charges and credits do not necessarily reflect the amounts which would have resulted from arms length transactions or which the B&K Business would incur on a stand alone basis.
Except as set forth in Section 5.17 of the Seller’s Disclosure Schedule, as of the date of this Agreement, to ASD’s knowledge none of the Sellers, the B&K Companies nor the Subsidiaries of the B&K Companies has received any written notice that any such customer has ceased or plans to cease the use or distribution of such products, goods or services of the B&K Business.