BCD Business definition
Examples of BCD Business in a sentence
Attached hereto as Schedule 3.5 are the consolidated financial statements of the BCD Business for and as of the three years ended October 31, 1998, 1999 and 2000 and the consolidated financial statements of the BCD Business for the period beginning on November 1, 2000 and ending on May 5, 2001 (such financial statements of the BCD Business and the Balance Sheet being referred to collectively herein as the "BCD Business Financial Statements").
Buyers further acknowledge that they are acquiring the BCD Business without any representation or warranty, express or implied, by the ADC Group or any of their Affiliates except as expressly set forth in this Agreement or the Ancillary Agreements.
Sellers agree, in consultation with Buyers, to promptly notify customers of the BCD Business of the consummation of the transactions contemplated by this Agreement.
The Purchased Assets that constitute the ADC Group's Inventory with regards to the BCD Business, consist of raw materials, work-in-process, consignment and finished goods salable by the ADC Group in the ordinary course of business consistent with past practice; provided however Buyers acknowledge that there is excess inventory relative to historical and projected sales and such inventory may not be saleable in the ordinary course of business consistent with past practice.
To the Knowledge of the ADC Group, neither the operation of the BCD Business as currently conducted nor the use or occupation of any of the Premises violates any Environmental Law in such a way as to result in a Material Adverse Effect.
Notwithstanding the foregoing, prior to, and if necessary, for a period of 120 days after Closing, Sellers shall use their commercially reasonable efforts to procure all necessary consents required for the assignment of the Redback agreement to Buyers without any modifications materially adverse to the BCD Business or Buyers, provided that Sellers shall not be required by the foregoing to file a lawsuit against Redback in order to obtain its consent to the assignment of the Redback agreement to Buyers.
Schedule 3.15 sets forth the standard warranty terms and conditions for products related to the BCD Business.
For a period of 60 days after the Closing Date, Sellers shall refer all customer inquiries and orders for products and services related to the BCD Business to Buyers.
Within 55 days after the Closing Sellers will provide to Buyers any audited financial statements of the BCD Business that Buyers are required to file with the Securities and Exchange Commission pursuant to Item 7(a) of Form 8-K.
Additionally, Buyers shall indemnify Sellers for any and all losses suffered by them arising out of or resulting from the Assumed Liabilities or Buyer's operation of the BCD Business after Closing and their indemnification obligation for the Assumed Liabilities (without giving effect to the Basket Amount) and Buyer's operation of the BCD Business after Closing shall be unlimited and shall survive indefinitely.