Interim Business definition
Examples of Interim Business in a sentence
None of such Inventory is obsolete, damaged, defective, distressed, out of specification as set forth in the Registrations, or of below-standard quality, except that which has been or shall be written off or written down to net realizable value on the Balance Sheet, the Business Balance Sheet, the Interim Balance Sheet, the Interim Business Balance Sheet and the accounting records of the Seller as of the Closing Date in accordance with the past custom and practice of the Seller.
The Financial Statements have been prepared (and the Audited Business Financial Statements and the Audited Interim Business Financial Statements will be prepared) in accordance with GAAP consistently applied and, in accordance with GAAP, present fairly in all material respects the financial condition and results of operations of Seller for the respective periods covered thereby, except as otherwise set forth in Section 4.05 of the Disclosure Schedule.
By entering into this Agreement, the Parties acknowledge and agree to the Interim Business Plan.
Purchaser shall, promptly upon Seller’s request, reimburse Seller for 100% of the reasonable and documented out-of-pocket costs and expenses of Seller incurred by Seller in providing any cooperation or support described in this Section 6.02(g) (but not including, for the avoidance of doubt, costs and expenses incurred by Seller with respect to the preparation and delivery of the Audited Business Financial Statements and the Audited Interim Business Financial Statements described in Section 6.02(f)).
For clarity, all Services that are the subject of an Interim Business Agreement shall be provided under and shall be subject to the terms and conditions of this Agreement, except to the extent expressly set forth in such Interim Business Agreement.
Any action required by this Article 12.2 to be taken in order to operate Both Reorganization Companies and their Related Companies substantially in accordance with the Interim Business Plan, which action would require consent of the Sponsor pursuant to Article 12.3, shall not be required to be taken to the extent the Trustees have requested such consent and it was not provided.
For clarity, and notwithstanding any other provision of this Agreement, the Net Economic Benefit Agreement or any Interim Business Agreement, the maximum total aggregate liability of Seller Parent and its Affiliates to a Purchaser Indemnified Party under this Agreement, the Net Economic Benefit Agreement and all Interim Business Agreements, on a cumulative basis, shall not exceed Twenty Million Dollars ($20,000,000).
Section 3.8 of the Disclosure Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Business Balance Sheets, which list sets forth the aging of such Accounts Receivable.
The Business has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Business Financial Statements or, except as set forth in Section 3.10 of the Disclosure Schedule, the Interim Business Balance Sheets, and current liabilities incurred in the Ordinary Course of Business since the respective dates thereof.
The Interim Financials shall be prepared in a manner consistent with the Interim Business Financial Statements.