Examples of HA-LO U.S. Business in a sentence
To Seller's Knowledge, there are no structural deficiencies or latent defects affecting any of the Improvements and, there are no facts or conditions affecting any of the Leasehold Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Leasehold Improvements or any portion thereof in the operation of the HA-LO U.S. Business or the HA-LO Europe Business.
Except as set forth in Schedule 4.8 (Changes) attached hereto, since October 31, 2002, Seller has operated the HA-LO U.S. Business, and Seller and the Seller Subsidiaries have operated the HA-LO Europe Business, in the Ordinary Course of Business and there has not been any occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course of Business or which has had or would be reasonably likely to have a Material Adverse Effect.
Set forth on Schedule 4.10 (Computers and Software) attached hereto are all of Seller's computer systems and software used in or with respect to the HA-LO U.S. Business, with a notation of whether they are licensed or owned and whether they are part of the Acquired Assets.
All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for the Leased Real Property have been installed and are operational and sufficient for the operation of the HA-LO U.S. Business or HA-LO Europe Business (as the case may be) as currently conducted thereon, and all hook-up fees or other similar fees or charges have been paid in full.
Seller understands that, subsequent to the Closing, Buyer shall use the names "HA-LO Industries, Inc.", "HA-LO Custom Products" and "Xxx Xxxxx Corporation" and that such names and any and all derivations thereof and any other business names under which the HA-LO U.S. Business currently operates are included in the Acquired Assets hereunder.
Notwithstanding anything to the contrary herein, Buyer and its Representatives shall have access to the employees and independent sales representatives of HA-LO U.S. and HA-LO Europe only with the express permission of Xxxx Xxxxx (or Xxxx Xxxx in the case of employees and sales representatives of HA-LO Europe) and in accordance with such procedures as Marc Xxxxx xxx establish in his reasonable discretion so as to minimize any interruption to the HA-LO U.S. Business and HA-LO Europe Business.
Seller represents that, other than the transactions contemplated by this Agreement, it is not a party to or bound by any agreement with respect to a possible merger, sale, restructuring, refinancing or other disposition of all or any material part of the HA-LO U.S. Business, HA-LO Europe Business or the Acquired Assets.
Schedule 4.5 (Authorizations and Permits) attached hereto lists all of the material Permits used in the operation of the HA-LO U.S. Business and HA-LO Europe Business.
There are no suppliers of products or services to Seller or the Seller Subsidiaries that are material to the HA-LO U.S. Business or HA-LO Europe Business with respect to which practical alternative sources of supply are not generally available on comparable terms and conditions in the marketplace.
The Hospital agrees that if the Collective Agreement provided a greater overtime premium for overtime work immediately prior to this Agreement, the Hospital will continue to pay such greater overtime premium.