Mill Assets definition
Examples of Mill Assets in a sentence
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.
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.
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.
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.
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.
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.
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.
During a Suspension Period, the Issuers may elect, by delivering written notice thereof to the Trustee, to suspend the Subsidiary Guarantees and, by delivering written notice to the Collateral Agent, to release the Liens securing Noteholder Priority Collateral and the Specified Mill Assets.
KCTC is the owner of a pulp mill and related assets located in Mobile, Alabama (the "KCTC Pulp Mill Facilities"), and pursuant to the Settlement Agreement, KCTC has agreed to grant MESC an option to purchase from KCTC certain assets comprising the KCTC Pulp Mill Facilities that are necessary to operate an 800 ton per day pulp mill (the "New Pulp Mill" ), such assets being identified on Exhibit 1.1 attached to this Agreement (the "Pulp Mill Assets").
Optionee shall assume, and shall hold KCTC harmless from, all risk of injury (other than injury attributable to KCTC's negligence or willful misconduct) to (i) the Optionee's or its representatives' personnel who visit the Pulp Mill Assets or (ii) KCTC's property.