ESP Business definition
Examples of ESP Business in a sentence
Except as set forth in Schedule 3.6, all the Purchased Assets which are personal property and used in the operation of the ESP Business are in good condition in all material respects (subject to normal wear and tear) and are generally suitable for the uses for which they are currently being used.
Purchaser shall be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the ESP Business or the Purchased Assets, in each case attributable to periods (or portions thereof) beginning after the Closing Date.
Investments within your ESP Business Company will be beneficially owned by you at all times.
Subject as hereinafter provided, Immediatek hereby grants to MODG the sole and exclusive right to acquire an undivided 100% right, title and interest in and to all of Immediatek's ESP Business, free and clear of all charges, encumbrances and claims save and except for those set forth in the audited financial statements of Immediatek as of the date hereof.
Difco or, at Difco's election, an Affiliate of Difco, shall use commercially reasonable efforts to provide to AccuMed the transition services described on Schedule 2.1 during the respective periods set forth thereon as AccuMed may reasonably request in connection with the ESP Business.
You may pay both premiums together or you may contact the EB ESP Business Office at ▇▇▇ ▇▇▇-▇▇▇▇ during business hours to discuss a payment plan.
To the Knowledge of Seller, Seller has complied in all material respects with all laws, regulations, orders, judgments or decrees of any Governmental Authority applicable to Seller's operations of the ESP Business, non-compliance with which would reasonably be expected to have a Material Adverse Effect.
Except as set forth in Schedule 3.15, there are no actions, suits, proceedings or governmental investigations or inquiries pending or, to the Knowledge of Seller, threatened in writing against Seller or the Purchased Assets or the operations of the ESP Business which in any manner challenges or seeks to delay, prevent or hinder the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement.
Except as set forth on Schedule 3.4, such Balance Sheet (including any related schedules or notes) have, in their entirety, been prepared in accordance with GAAP, and such Balance Sheet fairly presents in all material respects the financial position of the ESP Business as of the date (subject in each case to year end and audit adjustments).
Except with respect to leases and properties related to the ESP Business (as defined in the Term Sheet), which are subject to closing the Acquisition (as defined in the Term Sheet), the Company and the Subsidiaries own or lease all such properties as are necessary to their respective operations as now conducted and to be conducted, as presently planned.