CTS Business definition
Examples of CTS Business in a sentence
Notwithstanding any other provision hereof, historical EBITDA generated by Borrower’s CTS Business shall not be considered part of consolidated EBITDA beginning with the June 30, 2017 Quarter-End and thereafter.
Subject to the conditions of this Section 3, the amendment and restatement of the Prior Loan Agreement shall become effective on the Amendment Date contemporaneously with the execution hereof (the “Closing”) subject, however, to the prior or simultaneous closing of Borrower’s sale of its CTS Business for a cash purchase price of not less than $54,000,000 on terms previously represented to Lenders.
The Seller agrees with the Buyer that it will not at any time after Completion, whether by itself or through any other member of the Seller's Group, whether directly or indirectly, in the course of carrying on its business, claim or represent any continuing association with the Buyer in respect of the CTS Business for the purpose of obtaining or retaining any business or custom.
Following Completion, the Seller shall and shall procure that any member of the Seller's Group shall as soon as possible refer to the Buyer all enquiries relating to the CTS Business for so long as the provisions of clause 9 of this agreement are in effect.
The Seller agrees that for a period of at least six years from Completion it will retain all documents in its possession at the Completion Date relating to the CTS Business and will provide the Buyer with copies of such documents upon the Buyer's reasonable request provided that the Buyer shall provide to the Seller for the cost of the same.
On or as soon as practicable after Completion, the parties shall send out a joint notice in the Agreed Form to all suppliers and customers of the CTS Business advising them of the sale of the Shares.
For the purposes of this Section 7.06(c), “Shared Hardware” shall mean any hardware (including computers (other than individual personal computers and laptops provided to employees of Seller or its Subsidiaries that are not employees of the CTS Business) and servers, storage and networking assets) that are held in the Kansas City, Missouri IT facility and are used to support any applications that are shared between the Business and the Retained Business (other than any applications related to ERP).
The Seller undertakes with the Buyer to use all reasonable endeavours to procure that each Company shall operate the CTS Business and activities in their ordinary course between today's date and the Completion Date (and in particular shall comply with the undertakings set out in schedule 7 of this agreement), except as otherwise contemplated by the Intellectual Property Agreement.