HBA Business definition
Examples of HBA Business in a sentence
Seller is not a party to any decree, order or arbitration award (or agreement entered into in any administrative, judicial or arbitration proceeding with any governmental authority) with respect to the HBA Business or any of the Purchased Assets.
Seller will promptly notify Purchaser in writing of (i) any event occurring subsequent to the date of this Agreement that would render any representation or warranty of Seller contained in this Agreement, if made on or as of the date of that event or the Closing Date, untrue or inaccurate in any material respect, and (ii) any material adverse change in the financial condition, results of operations, business or prospects of the HBA Business.
Until the Closing, Seller shall cause its officers, employees and accountants to cooperate with Purchaser and its agents in making available all financial and other information relating to the Purchased Assets and all aspects of the HBA Business and its financial and legal affairs.
The Inventory will constitute all of the finished goods inventory used, or held for use, in connection with the HBA Business as of the Closing Date, in addition to the generic controller assemblies.
To Seller's knowledge, neither the execution or delivery of such agreements, nor the carrying on of the HBA Business as employees by such persons, nor the conduct of the HBA Business, as currently conducted, from and after the Closing Date, will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under any contract, covenant or instrument under which any of such persons is obligated.
At the Closing Date, Seller shall transition the marketing, sale and distribution responsibilities for the HBA Business to Purchaser, and Purchaser shall assume sole responsibility for such functions, all pursuant to the terms of the Transition Services Agreement.
By April 1, 2002 (the "Manufacture Transition Date"), Purchaser and Seller shall have taken all the actions necessary (as detailed in the Transition Services Agreement) to effect the transition of the manufacture and support responsibilities for the HBA Business from Seller to Purchaser, and Purchaser shall assume sole responsibility for such functions.
The parties acknowledge and agree that Purchaser is not purchasing Seller's account receivables that arise on or before the Closing Date with respect to the HBA Business.
If any payments are sent to Purchaser or Seller regarding invoices and/or services performed concerning the HBA Business, the Purchaser and Seller shall reconcile such payment to a particular invoice, first applying any payments from a customer having multiple open invoices to the oldest invoice for such customer, or shall immediately forward any and all such payments to the other party.
None to be assumed, including but not limited to: any employee liabilities relating to present or future employees of the ACE HBA Business with respect to plans, programs, policies, commitments, and other benefit entitlement established or existing on or prior to the execution of this Agreement, and whether or not such liabilities are contingent in nature, including by way of example, and not limitation: (i).