DF Manufacturing Business definition
Examples of DF Manufacturing Business in a sentence
Except as set forth on Schedule 5.5, Seller has not received any written notice (that remains outstanding) of any actions, suits, or other legal proceedings pending against the DF Manufacturing Business or the Acquired Assets to which Seller is a Party.
Prior to the Closing, Seller shall continue to cooperate with Buyer and with its employees and upon reasonable request by Buyer, shall continue to grant to Buyer reasonable access to the Acquired Assets and the DF Manufacturing Business, subject to the terms and conditions of the Confidentiality Agreement.
The Permits, as listed on Schedule 2.1.(c), are those that Seller has used to run the DF Manufacturing Business during the twelve (12) month period prior to the date hereof.
The Parties acknowledge and agree that each of the Parties has been duly advised by its advisors of the risks and consequences of paying the Initial Purchase Price at Closing prior to the end of the period during which the creditors of the DF Manufacturing Business are notified of the sale of the DF Manufacturing Business.
Prior to the Closing Date and with the prior consent of Seller (which consent shall not be unreasonably withheld, delayed, or conditioned), Buyer shall be authorized to conduct any environmental testing or study on the SP Facility site where the DF Manufacturing Business is operated so as to complete the Transaction.
At Closing, Buyer shall assume all environmental obligations and liabilities of Buyer and/or Schering-Plough, whether known or unknown, fixed, contingent or otherwise, related to the SP Facility or the DF Manufacturing Business and arising before, on or after the Closing Date.
Buyer acknowledges that it has conducted a reasonable due diligence investigation, for a transaction of this nature, including without limitation, all examination of the materials provided by Seller and on site examination of the Acquired Assets and DF Manufacturing Business and SP Facility as desired by Buyer.
Buyer acknowledges that it has conducted to its satisfaction, its own independent investigation of the DF Manufacturing Business and the SP Facility and, in making the determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation and the representations and warranties contained in this Agreement.
Within the context of the sale of the DF Manufacturing Business, Schering-Plough desires to sell, transfer and assign to Buyer, and Buyer desires to purchase from Schering-Plough all right, title and interest of Schering-Plough in and to (i) the real property and (ii) assets comprising the SP Facility.
Subject to the provisions of this Agreement, Buyer shall purchase the DF Manufacturing Business in its “AS IS” condition and “WITH ALL FAULTS” on the Closing Date and without any other representations and warranties (express, implied or assumed), except those set forth in Article V of the Agreement.