Examples of Mill Assets in a sentence
The inventories included in the Rolling Mill Assets are of a quality and quantity useable and, with respect to finished goods, saleable in the ordinary course of business, subject to appropriate and adequate allowances, if any, reflected in the Financial Statements for obsolete, excess, slow-moving and other irregular items.
Prior to and following the Closing, Seller shall use commercially reasonable efforts to assist and cooperate with Buyer and the Company in transferring (to the extent transferable) such Tax credits and incentives and, to the extent not transferable, cooperate with Buyer so that the Company may enter into new Tax credit or incentive arrangements in connection with its ownership of the Rolling Mill Assets upon the Closing.
Each of Seller, the Company and the Rolling Mill Affiliates has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and the Rolling Mill Assets and to conduct the Rolling Mill Business as now conducted, except where the failure to have such power and authority would not, individually or in the aggregate, be expected to be material to the Rolling Mill Business.
The prices can also be applied to vehicles in a number of ways, for example by vehicle, by module (trailer) or by axle group.
Seller shall, and shall cause its Affiliates and its and its Affiliates’ respective Representatives to, immediately cease any existing discussion or negotiation with any Persons (other than Buyer) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of or strategic partnership with the Company, the Rolling Mill Business or the Rolling Mill Assets.
Prior to the Closing, to the extent that there are any Tax credits or incentives benefiting Seller or any Rolling Mill Affiliate relating to the arising out of any of the Rolling Mill Assets, including any Indiana EDGE incentives or property Tax abatements, Seller shall use its commercially reasonable efforts to notify any applicable state and local Governmental Authority of the contemplated change in ownership of the Rolling Mill Assets.
Section 3.22 of the Seller Disclosure Schedules lists, as of the date hereof, all material arrangements, understandings or Contracts that include an obligation to provide goods, services or other benefits, between or among Seller and/or its Affiliates with respect to the Rolling Mill Business, the Rolling Mill Assets or the Assumed Liabilities.
Buyer acknowledges that it has conducted an independent investigation of the Rolling Mill Business and the risks of its purchase of the Rolling Mill Assets and the assumption of the Assumed Liabilities and, in making the determination to proceed with the transactions contemplated by this Agreement and the Ancillary Agreements, has relied solely on the results of its own independent investigation and the representations and warranties set forth in ARTICLE III.
SFP shall have executed, delivered and performed his obligations under the "Saw Mill Purchase Agreement" in the form of attached Annex IX which provides for the transfer of certain real estate, equipment and inventory which are used in a saw mill operation (the "Saw Mill Assets"), all as more specifically provided for in the Saw Mill Purchase Agreement.
The DRC Method takes into consideration the remaining economic life of the Batu Niah Palm Oil Mill together with the Mill Assets, current replacement price of the Batu Niah Palm Oil Mill together with the Mill Assets including major upgrades or additions, current state of technology and the observed physical condition of the Batu Niah Palm Oil Mill together with the Mill Assets.