LAT Business definition
Examples of LAT Business in a sentence
The Corresponding Schedule sets forth the names of the twenty most significant customers (by revenue, including percentages of total revenues) of the LAT Business for each of the fiscal quarters for the trailing twelve (12) month period ending on the last full calendar quarter prior to the date of this Agreement.
Goodyear and each Affiliated Seller is duly organized, validly existing and in good standing (or its equivalent under applicable Law) under the Laws of the jurisdiction of its formation and has full power and authority to carry on the LAT Business as now conducted by it, except as set forth in the Corresponding Schedule.
Notwithstanding anything else set forth in this Agreement, Buyer shall have no obligation after Closing to continue any contract relationship with any individual engaged in the LAT Business on an independent contractor basis.
Goodyear covenants to provide to Buyer within forty-five (45) days after Closing the audited special purpose financials and related report and supporting documentation for the LAT Business for the years ended December 31, 2008, 2009 and 2010 as well as any unaudited special purpose financials, as applicable, for the LAT Business for the time periods necessary for Buyer to comply with its SEC filing obligations under Form 8-K.
Goodyear has provided to Buyer an unaudited Statement of Revenue, Costs of Goods Sold and Direct Expenses for the years ended December 31, 2009, 2008 and 2007, for the LAT Business (the “Unaudited Financials”) attached to the Corresponding Schedule.
Buyer shall operate the LAT Business on and after the Closing Date in conformity with any applicable labor agreement and applicable Law.
Except as set forth in Section 7.2 or as otherwise consented to in writing by Buyer, during the period from the date of this Agreement until the Closing Date, Goodyear shall cause Newco and the Affiliated Sellers to conduct the operations of the LAT Business in the ordinary course and shall not take any action of the type represented not to have occurred in Section 5.12.
The books of account and other financial records of Goodyear, the Affiliated Sellers and Newco relating to the LAT Business are complete and correct in all material respects and represent actual, bona fide transactions.
Goodyear and each Affiliated Seller is duly qualified to do business in all jurisdictions where the nature of the Transferred Assets owned by it, or the conduct of the LAT Business conducted by it, requires it to be qualified.
There shall not, at any time after the date hereof, have been any Material Adverse Change affecting the LAT Business or the Sao Paulo Business.