FRC Business definition
Examples of FRC Business in a sentence
Since the date of the Interim Balance Sheet, (a) Sellers have conducted the FRC Business at the Purchased Locations in the Ordinary Course of Business and have not taken any action that would not be permitted under Section 5.1(a), (c), (e) or (h) after the date of this Agreement, and (b) there have been no events, changes, effects or developments that have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
The Records of the FRC Business that have been made available to Buyers are complete and correct in all material respects and have been maintained in accordance with sound business practices.
In connection with Buyers’ investigation of the FRC Business, Buyers may have received from or on behalf of Sellers certain projections, including projected statements of operating revenues and income from operations of the FRC Business or the Purchased Assets.
Any investigation shall be conducted in such a manner so as not to interfere unreasonably with the operation of the FRC Business, and any Representative of Buyers shall, at all times while in the Facilities, be accompanied by an employee or Representative of the Seller Group.
The Tangible Personal Property included in the Purchased Assets, taken as a whole, is in a condition adequate for the conduct of the FRC Business at the Purchased Locations as currently conducted.
Buyers acknowledge that the Seller Group has provided Buyers with access to certain books, Records, certain senior executives and counsel of the Seller Group as such relate to the FRC Business as conducted at the Purchased Locations and the Purchased Assets and has provided Buyers such information regarding such portion of the Business and the Purchased Assets, in each case as requested by Buyers.
None of the Sellers currently is the beneficiary of any extension of time within which to file any material Tax Return with respect to the FRC Business, other than in the Ordinary Course of Business.
Each member of the Seller Group is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which the FRC Business requires the relevant member of the Seller Group to qualify to transact business as a foreign corporation and in which the absence to be so qualified would have a Material Adverse Effect.
Buyers shall, for twenty-one (21) days following the date of this Agreement, be permitted to perform a physical review of the individual Purchased Locations and the Inventory and, as part of their evaluation of the status of current operations, to conduct discussions with all officers and other personnel of the FRC Business and to review additional Records of the FRC Business as appropriate, as requested by Buyers.
There is no grievance or arbitration Proceeding pending that would have an adverse effect on the FRC Business as conducted at the Purchased Locations.