Examples of Nonwovens Business in a sentence
Promptly following the execution of this Agreement, PGI and GL shall enter into good faith negotiations to enter into an agreement or agreements to provide for the separate operation of the Apparel Fabric Business and the Nonwovens Business by GL and PGI, respectively, following the Target Acquisition.
For the avoidance of doubt, any references in the Acquisition Agreement to any proportional split of Assets or Liabilities that was to be made 60% to the Apparel Fabrics Business and 40% to the Nonwovens Business is hereby agreed to be 57.4% to the Apparel Fabrics Business and 42.6% to the Nonwovens Business as a result of the DIFCO Adjustment.
The exact structure of the transaction pursuant to which GL will acquire the Apparel Fabric Business and PGI will acquire the Nonwovens Business will be determined by the Parties in good faith to accomplish the objectives contained in this Agreement and minimize overall tax liabilities.
The purchase price allocation percentage of 60.0% for the Apparel Fabric Business and 40.0% for the Nonwovens Business contained in clauses (a) and (c) of this Section 3 shall be subject to possible further adjustment in accordance with Annex A attached hereto related to the earnings before interest, depreciation and amortization of DIFCO.
The terms of the agreements relating to the purchase of the Apparel Fabric Business and Nonwovens Business, as applicable, shall contain customary terms and conditions for acquisitions of public companies.
PGI and its Subsidiaries have cash available, and/or have obtained binding commitments from one or more financial institutions, in amounts sufficient to pay on the Closing Date the purchase price for the Nonwovens Business as provided in Article 2.
The Nonwovens Business operating committee (the "Nonwovens Committee", and together with the Apparel Committee the "Operating Committees") shall manage the day-to-day affairs of the Nonwovens Business (the Nonwovens Business and the Apparel Fabric Business are each referred to sometimes herein as a "Business" and, collectively, as the "Businesses").
Following the consummation of the Target Acquisition, the Parties shall determine the actual earnings before interest, depreciation and amortization for the one-year period ending June 30, 1997 ("EBITDA") for DIFCO ("DIFCO EBITDA"), and for the Apparel Fabric Business and the Nonwovens Business ("Total EBITDA").
Except as set forth in Schedule 3.19, the Seller has not granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax in respect of the Nonwovens Business.
Except as and to the extent shown in Schedule 3.19, the Seller has or will have timely filed all returns of income Taxes and all material returns of other Taxes required to be filed by it with respect to the Nonwovens Business and the Nonwovens Assets on or prior to the Effective Time, and has timely and fully paid or provided for all Taxes shown to be due on such returns, except such as are being contested in good faith by appropriate proceedings.