CMI Business definition
Examples of CMI Business in a sentence
By way of clarification only, the parties acknowledge that the Buyer Cap has been calculated in reference to the product of Conopco’s 33-1/3% equity interest in Holdings following Closing multiplied by $360,000,000 (which represents, as against the Conopco Cap, the relative value of the CMI Business as compared to the value of the DiverseyLever Business).
Buyer shall afford such access upon receipt of reasonable advance notice and during normal business hours; provided, however, that such access shall be organized in a manner as shall not unreasonably disrupt the normal operations of the CMI Business and the DiverseyLever Business taken as a whole, and, except as otherwise provided for in this Agreement, Conopco shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 6.11(a).
Except as disclosed on Section 5.10(g)-2 of the CMI Disclosure Schedule, no member of the CMI Group or, to Buyer’s knowledge, any other party thereto is in breach or has claimed a breach of any Contract listed in Section 5.10(g)-1 of the CMI Disclosure Schedule, which breach has resulted, or would reasonably be expected to Table of Contents result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $500,000 individually or $1,000,000 in the aggregate.
Neither Buyer nor the Designated Buyers on whose behalf Buyer is acting shall be in breach of any of the representations and warranties given as of the Closing Date to the extent such breach arises as a result of conduct of the CMI Business after the date of this Agreement and prior to Closing which is permitted or required by the express terms of Section 6.2, Section 6.3, Section 7.6 or Section 7.7.
Where an obligation of a party to pay an amount to the other party in accordance with the provisions of this Article XI arises in respect of the Original CMI Business, the amount due and payable shall be treated as an adjustment to the Subscription Payment.
This Section 5.10(a) shall not be construed as giving any representation or warranty that the conduct of the CMI Business does not or will not infringe, violate or misappropriate the Intellectual Property of any other Person.
Except as provided in Section 11.1(c)(iii), to the extent a Cost described in Section 11.1(c)(i) relates to the Original CMI Business, the amount payable by Buyer in respect of such Cost shall be the amount determined pursuant to Section 11.1(c)(i), multiplied by 1.5.
Except as set forth in Section 5.8(a) of the CMI Disclosure Schedule, the assets of the CMI Group constitute substantially all of the assets, properties, rights and interests necessary to carry on the CMI Business as currently conducted and will be adequate and sufficient (in both amount and, with respect to physical assets, condition) to operate the CMI Business in substantially the same manner as conducted as of the date of this Agreement and as of the Closing.
No Pension Plan maintained or contributed to by any member of the CMI Group or any of its ERISA Affiliates has incurred any accumulated funding deficiency (within the meaning of Section 412 of the Code), whether or not waived, except for any such deficiency that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate.