Packaged Gas Business definition
Examples of Packaged Gas Business in a sentence
The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power to own, lease and operate its properties and the Purchased Assets and to carry on the Packaged Gas Business as now being conducted.
The Seller has not received written notice of or been charged with any material violation of any Law pertaining to the Packaged Gas Business, the Purchased Assets or the Leased Real Property, except as set forth in Schedule 5.11.
In order that Airgas may have and enjoy the full benefit of the Packaged Gas Business, the Seller hereby agrees that, except as otherwise provided or contemplated in any of the Enabling Agreements, it will not, nor will any of its Affiliates, directly or indirectly, engage in the Packaged Gas Business in the United States for a period of five (5) years from the Closing Date (the "Non-Competition Period").
Schedule 5.19(a) lists, by dollar volume paid for the twelve (12) months ended on September 30, 2001, each of the customers of the Packaged Gas Business that accounted for more than 2% of the Seller's revenues from the Packaged Gas Business during such period.
In order that NWS may have and enjoy the full benefit of that portion of the Packaged Gas Business it is purchasing, the Seller hereby agrees that, except as otherwise provided or contemplated in any of the Enabling Agreements, it will not, nor will any of its Affiliates, directly or indirectly, engage in the Packaged Gas Business in North Carolina, South Carolina or that portion of Virginia as outlined in Schedule 7.4 (collectively, the "Carolina Territory") for the Non-Competition Period.
The Seller owns at least 95% of the total number of cylinders referenced in Schedule 5.5. Except as set forth on Schedule 5.5 and except for Permitted Liens, the Seller has good title to all the properties and assets, real, personal and fixed, comprising any part of the Purchased Assets, free and clear of all Liens or has a license to use such properties and assets, real, personal and fixed, comprising any part of the Purchased Assets for the benefit of the Packaged Gas Business.
If the Company receives consideration, part or all of which consists of publicly traded securities (i.e., in lieu of cash), ---- the value of such non-cash consideration shall be the aggregate market value of such securities (based on the latest reported trades) as of the close of the day immediately preceding the date of their receipt by the Company.
In the event that the Seller has the right to exercise any right of first refusal relating to the Packaged Gas Business that is not included in the Purchased Assets, and the Seller has determined that it does not wish to exercise such right, the Seller shall consult with the applicable Purchaser.
The Purchasers will fully cooperate with the Seller with respect to the Seller's preparation of the statements referred to in Section 3.2, and will give the Seller, its employees, representatives and agents access to such books and records of the Packaged Gas Business and the assistance of such Packaged Gas Business personnel as the Seller reasonably requests in connection therewith.
Except as set forth in Schedule 5.11 and except with respect to Environmental Laws, Environmental Permits, Environmental Liabilities and any other matters related thereto (which are covered exclusively by Section 5.10), the Seller is in all material respects in compliance with all Laws pertaining to the Packaged Gas Business, the Purchased Assets or the Leased Real Property.