CCBU Business definition
Examples of CCBU Business in a sentence
The CCBU Parties make no representation or warranty to the CCBCC Parties regarding the probable success or profitability of the CCBU Business following the Closing.
There are no material Actions pending or, to the Knowledge of the CCBU Parties, threatened against any of the CCBU Parties relating to the CCBU Transferred Assets or the CCBU Business or that seek to, or would reasonably be expected to, materially impair or delay the ability of a CCBU Party to consummate the transactions contemplated by, or to perform its obligations under, this Agreement and the Companion Agreements.
Without limiting the foregoing, prior to the Closing, the CCBCC Parties shall not conduct, without the prior written consent of the CCBU Parties, any environmental investigation at any property owned or leased by any CCBU Party in the operation of the CCBU Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties.
Any CCBU New Contracts that relate to the CCBU Business (the “CCBU New Business Contracts”) shall be entered into by a CCBCC Party or an Affiliate effective as of the Closing and shall allocate to the CCBCC Party or the Affiliate (as applicable) all rights and obligations of the CCBU Parties or their Affiliates (as applicable) under the applicable CCBU Shared Contract being replaced to the extent such rights and obligations relate to the CCBU Business and arise after the Closing.
During the past three (3) years, the CCBU Parties have timely filed, or caused to be filed, all material Tax Returns required to be filed solely with respect to the CCBU Business or the CCBU Transferred Assets.
Except as set forth on Section 3.19 of the CCBU Disclosure Schedule, to the Knowledge of the CCBU Parties, no CCBU Customer or CCBU Supplier may terminate or materially alter its business relations with the CCBU Business as a result of the transactions contemplated hereby.
During such six (6) year or longer period, the CCBU Parties, on the one hand, and the CCBCC Parties, on the other hand, shall provide each other with, or cause to be provided to each other, such original books and records of the CCBU Business as such other party shall reasonably request in connection with any Action to which such other party or its Affiliates are parties or in connection with the requirements of any Law applicable to such other party.
No CCBU Party nor the officers or directors of any CCBU Party, nor anyone acting on behalf of any of them, has made or received any payments not correctly categorized and fully disclosed in the books and records of the CCBU Business in connection with or in any way relating to or affecting the CCBU Transferred Assets or the CCBU Business.
The CCBU Parties agree that they shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the CCBU Business relating to periods ending prior to the Closing Date in the possession of the CCBU Parties or their Affiliates for the longer of (a) any requirement under any applicable Law or (b) a period of six (6) years from the Closing Date.
During the past three (3) years, there have been no Actions instituted or, to the Knowledge of the CCBU Parties, threatened in writing against any of the CCBU Parties alleging or asserting any material violation of Environmental Law or any liability to investigate or remediate Hazardous Substances associated with the CCBU Business or the CCBU Transferred Assets.