Examples of Xxxxxxx Businesses in a sentence
All Tax Returns for periods beginning after the Distribution Date shall be the responsibility of the Xxxxxxx Group if such Tax Returns relate to Xxxxxxx Businesses, and shall be the responsibility of the Hussmann Group if such Tax Returns relate to Hussmann Businesses.
All Tax Returns for periods beginning after the Distribution Date shall be the responsibility of the Xxxxxxx Group if such Tax Returns relate to Xxxxxxx Businesses, and shall be the responsibility of the Midas Group if such Tax Returns relate to Midas Businesses.
In collecting any such receivables arising prior to Closing, each Seller shall only use its historical collection practices in seeking to collect such accounts and shall not bring any legal proceedings to collect receivables from ongoing customers of the Xxxxxxx Businesses without notice to and consultation with Buyer.
Each Seller's management will meet with Buyer on a regular and frequent basis to discuss the general status of the ongoing operations of the Xxxxxxx Businesses, the Benchmark Sub and the Wincup Sub and any problems relating to the conduct of its business.
Each Seller is duly qualified and in good standing to do business in each jurisdiction in which the business of the Xxxxxxx Businesses makes such qualification necessary except where failure to so qualify has no material adverse effect on such Seller's financial condition or the conduct of the Xxxxxxx Businesses.
Except as disclosed on Schedule 4.7, the Sellers have ------------ operated the business of the Xxxxxxx Businesses, in compliance with all of the terms and conditions set forth in such Licenses and Permits.
If, within ninety (90) days of Closing, the accounts payable of the Xxxxxxx Businesses have not been paid in full, then Buyer shall have the right to pay directly the amounts required for satisfaction of such accounts payable to those Persons to whom payment is due.
Except as set forth in Schedule 5.3, there is ------------ no requirement applicable to Buyer to make any filing with, or to obtain any permit, authorization, consent or approval of any Person as a condition to the consummation of the transactions contemplated by this Agreement or conducting the business of the Xxxxxxx Businesses under new ownership (other than as may be required by the HSR Act and any applicable "bulk sales" law).
The Equipment which is a part of the Purchased Assets has been maintained in good repair in accordance with the usual practices in the United States of businesses similar to the business conducted by the Xxxxxxx Businesses, the Benchmark Sub or the Wincup Sub, is in good condition, ordinary wear and tear excepted, and is useable in the ordinary course of the business of the Xxxxxxx Businesses as it is presently being conducted.
Except as set forth on Schedule 4.19, ------------- there are no collective bargaining agreements or any other employment agreements (other than agreements delivered to Buyer as required by Section 4.16) covering employees of the Xxxxxxx Businesses to which a Seller is a party or by which it is otherwise obligated.