PFS Business definition
Examples of PFS Business in a sentence
To the extent that books and records of Daisytek or any of its Affiliates contain information relating to the PFS Business and the same are not included in the PFS Assets, Daisytek agrees to cooperate with PFSweb in providing PFSweb with any such information upon PFSweb's reasonable request to the extent that any such information exists and is reasonably separable from Daisytek information unrelated to the PFS Business.
The services of Daisytek's officers and employees which are rendered to PFSweb under this Agreement shall at all times be in accordance with the reasonable instructions of PFSweb's officers and in accordance with the historical business practice of the PFS Business.
Additionally, notwithstanding anything to the contrary herein, any Information provided by Daisytek to PFSweb or by PFSweb to Daisytek shall, except as otherwise set forth in any of the Ancillary Agreements, not be deemed Confidential Information with respect to the use of such Information by PFSweb in the ordinary course of the PFS Business or by Daisytek in the ordinary course of Daisytek's business, respectively.
All of the Seller's rights and interests in the equipment and other tangible personal property which are leased to the Seller as of the Closing Date and are used or held for use primarily in the PFS Business pursuant to equipment or vehicle lease agreements (collectively, the "Leased Tangible Personal Property"; the Owned Tangible Personal Property and the Leased Tangible Personal Property are together referred to herein as the "Tangible Personal Property").
The Seller is not in default with respect to any judgment, order, injunction or decree of any court or other governmental authority affecting the PFS Business.
Exhibit C hereto lists and describes all of the refrigeration equipment installed in the distribution centers of the PFS Business and a separate list of substantially all of the material handling equipment of the PFS Business owned by the Seller on the date hereof.
The Seller shall cause the PFS Business to be maintained in a manner consistent with the present operation of the PFS Business and the Seller shall not sell, transfer, convey or encumber the PFS Assets, or any part thereof or interest therein without the Buyer's prior written consent (which consent shall not be unreasonably withheld), other than sales in the ordinary course of business.
There shall have been no material adverse change in the assets, liabilities, results of operations, business or financial condition of the PFS Business from the date hereof to the Closing Date.
Certain of the Permits of the PFS Business (including certain local, state and federal vehicle, dairy and food licenses) are not transferable and as a result the Buyer will need its own permits to distribute certain products.
The Seller shall use reasonable and good faith efforts to retain the services of the key employees of the PFS Business, to maintain all of the PFS Assets in their current condition (normal wear and tear excepted) and to preserve the present goodwill and advantageous relationships of the Seller with respect to the PFS Business.