GAP Business definition
Examples of GAP Business in a sentence
Except as disclosed on SCHEDULE 3.5, no such customer or supplier has ceased or materially reduced, or, to Seller’s knowledge, has threatened in writing to cease or materially reduce, its purchases from, or sale or provision of products or services to, the GAP Business, except for normal fluctuations in the ordinary course of business.
Since June 30, 2015, there has been no change, event or development that has had or would reasonably be expected to have a material adverse effect on the GAP Business, the Purchased Assets or the Inventory.
Except as listed on SCHEDULE 3.12, no present or former employee or consultant of Seller, and no other Person, owns or has a proprietary, financial or other interest, direct or indirect, in whole or in part, in any Intellectual Property owned by Seller which is material to the operation of the GAP Business.
Seller is in compliance in all material respects with, and Seller has no material liability under, any Applicable Law relating to the release, storage, generation, use, manufacture, treatment, deposit or disposal of any hazardous or toxic substance, material or waste (“Environmental Laws”) relating to the GAP Business.
All subsidiaries of Seller, direct and indirect, are set forth on SCHEDULE 3.2. Except for Transgenomic Limited, none of the subsidiaries listed on SCHEDULE 3.2 are operating subsidiaries or have any contracts, rights or other assets of any kind relating to the GAP Business.
SCHEDULE 3.5 lists the ten largest customers of the GAP Business on the basis of revenues from goods sold for the six-month period ended June 30, 2015, and lists the ten largest suppliers of the GAP Business on the basis of cost of goods or services purchased for the six-month period ended June 30, 2015.
SCHEDULE 3.21 sets forth an unaudited balance sheet and statement of income for the GAP Business as of, and for the nine (9) months ended September 30, 2015 (collectively, the “Financial Statements”).
Seller has complied in all material respects with all Applicable Laws relating to the employment of the Business Employees, including, without limitation, provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other Taxes relating to the GAP Business.
There are no consent decrees, consent orders, judgments, judicial administrative orders or Liens against Seller relating to Environmental Laws which regulate, obligate or bind the Purchased Assets, the Inventory, the GAP Business or, with respect to the Purchased Assets, the Inventory or the GAP Business, Seller.
Prior to entering into this Agreement, Seller commenced a strategic review of the GAP Business and contacted third parties regarding a potential transaction involving the GAP Business.