FTCP Business definition
Examples of FTCP Business in a sentence
Since March 25, 2006, no Key Customer or Key Supplier has canceled or otherwise terminated its relationship with the FTCP Business, and, to the knowledge of Honeywell, none of the Companies or their Subsidiaries has, prior to the date hereof, received any written notice from any Key Customer or Key Supplier to the effect that any such Key Customer or Key Supplier intends to cancel or otherwise terminate its relationship with the FTCP Business.
Nothing herein expressed or implied confers upon any current or former employee, officer, director, contractor or agent of the FTCP Business any rights or remedies of any nature or kind whatsoever under or by reason of this Section 5.10.
Any such investigation and examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not to unreasonably interfere with the conduct of the FTCP Business.
Since March 25, 2006 and prior to the date hereof, to the knowledge of Honeywell, none of the Companies or their Subsidiaries has received a written notice from a Key Customer or Key Supplier to the effect that any such Key Customer or Key Supplier intends to materially diminish or materially adversely modify its relationship with the FTCP Business.
None of Honeywell, Sellers, the Companies or their Subsidiaries has received: (i) any written notice regarding the cancellation or invalidation of any of the existing insurance policies relating to the FTCP Business or regarding any actual or possible adjustment in the amount of the premiums payable with respect to any of said policies; or (ii) any written notice regarding any refusal of coverage under, or any rejection of any claim under, any such policies.
In addition, Honeywell, the Sellers and Purchaser agree that the terms of the covenant in this Section 5.14 are fair and reasonable in light of Purchaser’s plans for the FTCP Business and are necessary to accomplish the full transfer of the goodwill and other intangible assets contemplated hereby.
Section 3.14 of the Disclosure Schedule sets forth a true and complete list of (a) the top 10 customers of the FTCP Business (by revenue) during each of the last two (2) fiscal years and for the current fiscal year to June 30 (the “Key Customers”), and (b) the top 10 suppliers of the FTCP Business (by expense) during each of the last two (2) fiscal years and for the current fiscal year to date (the “Key Suppliers”).
To the knowledge of Honeywell, there are no formal or informal material governmental inquiries or investigations or internal investigations or whistle-blower complaints pending or threatened relating to, affecting or involving the FTCP Business.
Honeywell shall, subject to any contractual limitations, notify Purchaser if any formal written offer for the purchase of all or substantially all of the FTCP Business is received by Honeywell from a third party.
As soon as is reasonably practicable after the Closing, Honeywell will deliver or cause to be delivered to Purchaser any remaining properties, books, records, copies of Contracts, information and documents relating primarily to the FTCP Business that are not already in the possession or control of the Companies or their Subsidiaries.