KES Business definition
Examples of KES Business in a sentence
Between the date of this Agreement and the Closing Date, Seller will, and will cause each Acquired Company and the KES Business to use Best Efforts to (a) cooperate with Buyer with respect to all filings that Buyer elects to make or that Buyer is required by Law to make in connection with the Contemplated Transactions, and (b) cooperate with Buyer in obtaining any Governmental Authorizations and Consents identified in Buyer’s Disclosure Schedule as an exception to Section 4.2(b).
For purposes of allowing the review contemplated hereunder, Seller shall have access to all financial records of the Acquired Companies and the KES Business, reasonably necessary to evaluate and verify the Closing Balance Sheet.
The inclusion of any information in the Seller’s Disclosure Schedule, the Buyer’s Disclosure Schedule or any updates hereto or any other Schedule shall not be deemed to be an admission or acknowledgement that such information is required by the terms hereof to be disclosed or is material to or is outside the Ordinary Course of Business of the Acquired Companies and the KES Business.
Except as otherwise provided in this Section 12.1, Seller and its Affiliates shall be solely responsible for any claims, obligations or Liabilities for benefits arising under any Company Plan which are incurred by or with respect to any former employee of any Acquired Company or the KES Business or the beneficiaries or dependents of any former employee of any Acquired Company or the KES Business on or before the Closing Date.
In the event that Seller pays any amounts to Buyer under the indemnification provisions hereof in respect of unpaid Accounts Receivable, the applicable Accounts Receivable and any security therefore held by any Acquired Company or the KES Business, shall be assigned to Seller.
ACCOUNTS RECEIVABLE Commencing on the Closing and continuing thereafter, Buyer shall use efforts used in the Ordinary Course of Business to collect all Accounts Receivable of the Acquired Companies and the KES Business.
Except as set forth in Section 3.20(b) of Seller’s Disclosure Schedule, since December 31, 2000, there has not been, and there is not presently pending or threatened against any Acquired Company or the KES Business, any charge of discrimination relating to any actual or alleged violation of any labor relations, employment or employment practice law.
Buyer and Seller agree that the working capital attributed to the Acquired Companies and the KES Business as of the date of the Balance Sheet (the “Initial Working Capital”) was $7,618,000.
Tenant shall have the right at any time on or before the Submittal Date to request changes to the Base Building Plans or plans for the Building-Specific Common Areas in accordance with this Paragraph 1 (each Tenant-requested change to the Base Building Plans or plans for the Building-Specific Common Areas, a “TRC”).
ADJUSTMENT PROCEDURE Buyer and Seller agree that the working capital attributed to the Acquired Companies and the KES Business as of the date of the Balance Sheet (the “Initial Working Capital”) was $7,618,000.