P&F Business definition
Examples of P&F Business in a sentence
Except as set forth on Schedule 3.8, there is no, and since January 1, 2020 there has been no Action pending or, to the Knowledge of Sellers, threatened, by or against Sellers or any of their Representatives in connection with or arising out of any Purchased Assets or in respect of the P&F Business, and, to Sellers’ Knowledge, there are no facts or circumstances which may give rise to any such Action that would be reasonably expected to have a Material Adverse Effect.
The fact that any item of information is disclosed in any section or subsection of the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement or is material to or outside the ordinary course of the P&F Business.
No proceeding by any Governmental Authority is pending or, to the Knowledge of Sellers, threatened with respect to Taxes of Seller in respect of the Purchased Assets or the P&F Business.
Schedule 5.2 contains a list of contracts relating exclusively to the P&F Business and the operation of the Facilities (the “P&F Contracts”), which were not originally Transferred Contracts on the Closing Date.
Schedule 3.19 sets forth a correct list of the top ten (10) suppliers and vendors to Sellers in respect of the P&F Business (based on total amount purchased from such supplier or vendor) for the years ending December 31, 2021 and December 31, 2022 (each, a “Material Supplier”), showing the total amount of purchases by Sellers in respect of the P&F Business from each such Material Supplier during the applicable period.
All members of Sellers’ workforce who have access to Business IT Systems, or confidential or proprietary data of the P&F Business have received professional training with respect to compliance with Privacy and Security Requirements, appropriate cybersecurity practices, and appropriate handling and safeguarding of Personal Data and other sensitive data.
The operation of the P&F Business in not, and since January 1, 2020 has not been, subject to any Order.
All amounts required to be withheld for Taxes of any employee, independent contractor, creditor, customer, or other Person in respect of the Purchased Assets or the P&F Business have been duly withheld or collected and, to the extent required, have been paid over to the proper Governmental Authorities.
The P&F Business Reports are correct in all material respects as of the respective dates thereof and for the respective periods covered thereby, and, to the extent applicable, were derived from the books and records of the Sellers kept in the ordinary course of business.
Sellers have in place a commercially reasonable disaster recovery and business continuity program, including providing for the regular back-up and prompt recovery of the data and information, necessary for the conduct of the P&F Business (including such data and information that is stored on magnetic or optical media) without material disruption to, or material interruption in, the conduct of the P&F Business.