Examples of DSD Business in a sentence
The parties hereto are parties to that certain Asset Purchase Agreement dated December 2, 2008 (the “Asset Purchase Agreement”) pursuant to which Buyer has agreed to purchase from Seller and Saramar all of the assets of the DSD Business (as defined in the Asset Purchase Agreement).
Schedules 1.1(a)-1 (Certain DSD Business Marks), 1.1(a)-2 (Certain DSD Business Marks), 1.1(f) (Personal Property Leases), 4.9 (Payment of Taxes), 4.11 (Leased Real Property), 4.13-2 (Owned Vehicles), 4.15 (Intellectual Property), 4.16-1 (Permits), 4.16-2 (Compliance with Permits), 4.17(a) (Material Contracts), 4.20(b) (Information about Hired Personnel), and 4.21 (Hazardous Substances) to the Asset Purchase Agreement are hereby amended and restated in their entirety.
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To the knowledge of Seller, the Permits set forth on Schedule 4.16-1 include all of the Permits necessary for Seller and Realty to own and operate the DSD Business as conducted by them as of the Closing Date, except for those Permits the failure of which to possess would not, individually or in the aggregate, have a Material Adverse Effect.
To Seller’s knowledge, except as set forth in Schedule 4.20(a), there is no unfair labor practice charge or complaint against the DSD Business pending before the National Labor Relations Board or any other Governmental Authority.
All Permits not relating exclusively to the DSD Business (other than Permits exclusively relating to the Transferred Facilities, regardless of whether such Transferred Facilities are exclusively related to the DSD Business) and all Permits not transferable to Buyer.
The DSD Business and the Transferred Facilities are operated in compliance with, all Permits, except for those failures to comply which would not, individually or in the aggregate, have a Material Adverse Effect.
Seller shall use commercially reasonable efforts to introduce Buyer to the Shared Customers and assist in the transition of the DSD Business accounts of such Shared Customers to Buyer prior to Closing; provided that nothing in this Agreement shall restrict Seller’s ability to compete for any Shared Customers or any other customers following the Closing, except to the extent of the restrictions set forth in Section 6.18.
Other than for sales of assets in the ordinary course of the DSD Business, none of the Seller Parties or Realty, or any of their respective Affiliates or Representatives, has any commitment or legal obligation, absolute or contingent, to any other Person other than Buyer, to sell, assign, transfer or effect a sale or other disposition of any of the Purchased Assets or the DSD Business.
To Seller’s knowledge, no labor union or organization is currently engaged in any organizing activity with respect to any employees of the DSD Business.