Examples of Coflex Business in a sentence
Schedule 4.12 of the Disclosure Schedules sets forth the names of the fifteen (15) largest customers and fifteen (15) largest suppliers of the Coflex Business, each as measured by dollar value for the year ended December 31, 2022.
The books of account and other records of the Company, all of which have been made available to Buyer, are complete and correct in all material respects, represent actual, bona fide transactions related to the Coflex Business, and have been maintained in accordance with sound business practices.
There is no private or governmental Proceeding pending or to the Knowledge of Seller, threatened by or against the Company, the Coflex Business any of its properties or any of its officers or directors (in his or her capacity as such).
The Company is a corporation, validly existing and in good standing (or having comparable active status) under the Laws of the State of Delaware and is qualified to do the Coflex Business in every jurisdiction in which the nature of the Coflex Business or the ownership of its property requires it to be qualified, except where the failure to do so would not have a material adverse effect on the Coflex Business.
Each Financial Statement is accurate and complete in all material respects, is consistent with the books and records of the Seller an its Affiliates (which, in turn, are accurate and complete in all material respects), and fairly and accurately presents the Revenues, Cost of Goods Sold and gross profit of the Coflex Business for such period.
The total book value, as of December 31, 2022, of inventory (including both implants and instrumentation related to the Coflex Business) that has been transferred to the Company is disclosed on Schedule 4.05(b) of the Disclosure Schedules.
To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim.
The Company has the full power necessary to own and operate its properties and carry on the Coflex Business as now conducted.
To the Knowledge of Seller, (a) there are no Proceedings pending and served or threatened in writing against the Company or the Coflex Business alleging any violation of or Liability under any applicable Environmental Law; and (b) the Coflex Business does not include products or other items containing any Hazardous Materials, in each case so as to give rise to any material liabilities under applicable Environmental Laws.
Schedule 4.13 of the Disclosure Schedules sets forth the names of the 50 largest distributors for the Coflex Business, each as measured by dollar value for the year ended December 31, 2022, the annual dollar amount for each such distributor.