RSG Companies definition
Examples of RSG Companies in a sentence
All accounts receivable of RSG Companies reflected in the Interim Balance Sheet have arisen from bona fide transactions in the ordinary course of business and have been recorded therein in accordance with GAAP.
Except as set forth in Section 3.14(a) of the Disclosure Schedules, the RSG Companies are in material compliance with all Laws applicable to their assets and business as it is currently conducted.
The RSG Companies have no Indebtedness except as set forth on Section 3.19 of the Disclosure Schedules, all of which will be paid off or satisfied by Seller prior to Closing.
All Taxes which RSG Companies are obligated to withhold and remit from amounts owing to any employee, stockholder, independent contractor, creditor or other third party have been timely withheld and paid or accrued.
No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the RSG Companies in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Buyers shall work in good faith to obtain a third party asset based/working capital line of credit facility for the RSG Companies in the amount of at least $10,000,000 from a reputable financial institution within a reasonable time after Closing (the “Third Party Financing”).
Buyers, or Seller if Buyers request and Seller agrees, shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the RSG Companies for Tax periods which begin before the Closing Date and end after the Closing Date.
The inventory of RSG Companies does not include any items that are obsolete or of a quantity not usable or salable in the ordinary course of business in excess of the reserve therefor set forth in the Interim Balance Sheet.
The Real Property constitutes all of the Real Property utilized by the RSG Companies in the operation of the RSG Companies’ business except for Seller’s distribution center located in Indianapolis, Indiana.
Buyers shall have received reasonably satisfactory evidence that all indebtedness between the RSG Companies and Seller or any of Seller’s Affiliates has been cancelled.