Elecsys definition
Examples of Elecsys in a sentence
Seller and Elecsys hereby jointly and severally represent and warrant to Buyer, as of the date hereof and as of the Closing Date, as set forth below.
To Seller's Knowledge, Seller and Elecsys are not in violation of any applicable Laws, rules or regulations relating to the Business, the Assets or the Assumed Liabilities except for such violations, if any, which would not have, in the aggregate, a Material Adverse Effect on the Business.
Buyer shall have received from Seller an executed Elecsys Guaranty.
In the operation of the Business, Seller does not rely on Elecsys or any Affiliate of Elecsys for any services or support with respect to any computer network, telecommunication or other information technology systems and has no links with the computer network, telecommunication or other information technology systems of Elecsys or any Affiliate of Elecsys without which the Business could not be run as presently conducted.
Except as set forth on Schedule 3.3.2, no consent, approval or authorization of or filing with any Governmental Authority is required on the part of Seller or Elecsys in connection with the execution and delivery of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby.
Neither Seller nor Elecsys is currently the beneficiary of any extension of time within which to file any Tax Return.
To Seller's Knowledge, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller or Elecsys with respect to any prior, subsisting or future Government Contract or Government Bid.
Buyer acknowledges that Buyer is a sophisticated purchaser, familiar with the industry and market of which the Business is a part, and that Buyer has had an opportunity to ask questions of Seller and Elecsys regarding the forecast set forth on Schedule 3.4.4 and that Seller and Elecsys have provided Buyer with answers to such questions.
No insurance company or other person has mandated in an agreement binding on Seller or Elecsys a requirement of continued insurance coverage that has not been complied with.
Notwithstanding any provision hereof or any schedule or exhibit hereto and regardless of any disclosure to the Buyer, the Buyer shall not assume any Liabilities of Seller or Elecsys relating to or arising out of the operation of the Business or the ownership of the Assets prior to the Closing other than the Assumed Liabilities (the "Excluded Liabilities").