Examples of Motion Businesses in a sentence
Section 4.8(a) of the Motion Companies Disclosure Schedules sets forth a complete and accurate list of each of the material Permits relating to the Motion Businesses (the “Material Permits”).
Purchaser shall have received commitments, on terms and conditions satisfactory to the Purchaser in its sole discretion, from the Material Suppliers that such suppliers have not ceased, and do not intend to cease, to supply goods or services regarding the Motion Businesses or otherwise in respect to the Transferred Assets and that such suppliers will not terminate or materially reduce their relationship with the Motion Businesses or otherwise in respect to the Transferred Assets following Closing.
Without limiting the foregoing, each of Lender and each Motion Company agrees that it shall reasonably cooperate with Purchaser to transfer to Purchaser all right, title and interest in the Transferred Assets and the Motion Businesses, the benefits of which may not otherwise be fully and effectively transferred by legal assignment.
To the Knowledge of the Motion Companies, no Motion Company is liable in any material respects for any arrears of wages, Taxes or penalties for failure to comply with any of the foregoing, and no Motion Company has received any written complaint alleging that any Business Employee, or current or former independent contractor, has engaged in inappropriate behavior in connection with the Motion Businesses, including harassment or discrimination.
From and after the Closing Date, each of the Motion Companies and the Lender shall refer all inquiries with respect to the Motion Businesses, the Transferred Assets and the Assumed Liabilities to Purchaser, and Purchaser shall refer all inquiries with respect to the Excluded Assets and the Excluded Liabilities to the Motion Companies.
Without limiting the foregoing, each of the Motion Companies and the Lender shall, promptly following the receipt thereof, assign, transfer and deliver to Purchaser all cash and cash equivalents and any other item of monetary value received after the Closing relating to the Transferred Assets or the Motion Businesses, including without limitation any Tax Refund.
The Motion Companies have no Liabilities with respect to the Transferred Assets or the Motion Businesses, except (a) those which are adequately reflected or reserved against in the Most Recent Balance Sheet set forth in Section 4.15 of the Motion Companies Disclosure Schedules, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Most Recent Balance Sheet Date.
None of the Motion Companies or the Motion Businesses is in breach or violation of, or default in any material respect under any applicable Laws with respect to the operation of the Motion Businesses or the Transferred Assets.
No Motion Company has incurred any Liability for Taxes relating to the operation of the Motion Businesses outside the ordinary course of business.