Inputs Business definition
Examples of Inputs Business in a sentence
All federal, state, city, and foreign income, profits, franchise, sales, use, occupation, property, excise, and other taxes due in connection with the Inputs Business have been fully paid or shall be fully paid by Gold ▇▇▇▇ as of the date hereof or hereafter when due.
The foregoing limitations shall not apply to Southern States' indemnification obligations with respect to (a) the Assumed Liabilities; (b) the covenants or agreements of Southern States to be performed after Closing Date; (c) the operations by Southern States from and after the Closing of any Inputs Business, including but not limited to any liability or obligation arising from any Post-Closing Environmental Condition.
Gold ▇▇▇▇ will use its best efforts to have the Inputs Financial Statement completed within 60 days of the end of its fiscal year and will make the Inputs Financial Statement for the Inputs Business available to Southern States for use in arranging any financing required by Southern States in connection with the Purchase Transaction.
No other liabilities of Gold ▇▇▇▇ arising out of the Inputs Business, the ownership or operation of any of the Purchased Assets, the consummation of the transactions under this Agreement or otherwise, except as expressly provided in this Agreement, shall be assumed by Southern States.
Gold ▇▇▇▇ wishes to sell and assign to Southern States, and Southern States wishes to purchase and assume from Gold ▇▇▇▇, for the consideration and on the terms and conditions set forth herein, the business of certain divisions of Gold ▇▇▇▇, and substantially all of the assets that are primarily used in connection therewith (the "Inputs Business," as defined herein), and certain liabilities of the Inputs Business.
Gold ▇▇▇▇ has not received notice of any tax deficiency outstanding, proposed or assessed against it with respect to the Inputs Business, nor has it executed any waiver of any statute of limitations on the assessment or collection of any tax.
To the Best Knowledge of Gold ▇▇▇▇, the Inputs Business is not conducted under any material restriction imposed upon Gold ▇▇▇▇ (but not imposed upon other persons conducting similar businesses or operating similar assets for similar purposes in the localities where its businesses and assets are located) by any zoning, anti-pollution, health or other law, ordinance or regulation.
Gold ▇▇▇▇ has the requisite corporate power and authority to own or lease the Purchased Assets, to carry on the Inputs Business as it is now being conducted, to execute and deliver this Agreement, and to consummate the transactions contemplated herein.
Gold ▇▇▇▇ shall provide Southern States with, or allow Southern States to make, copies, at Southern States' expense, of any requested materials that are relevant to the Inputs Business and do not contain any confidential or proprietary information about Gold ▇▇▇▇ or otherwise violate any internal procedures of Gold ▇▇▇▇.
Southern States shall use its reasonable efforts to minimize any disruption to Gold ▇▇▇▇'▇ business in connection with the conduct of the due diligence process contemplated herein, and Gold ▇▇▇▇ shall receive reasonable advance notice of and shall have the right to participate in, any discussions Southern States might have with any federal or state regulatory authorities about Gold ▇▇▇▇ or the Inputs Business.