PSD Entities definition
Examples of PSD Entities in a sentence
The Financial Statements fairly present in all material respects the financial condition and operating results and, with respect to the Audited Financial Statements only, cash flows, as of the dates and for the periods indicated therein of PSD and the other PSD Entities, subject only with respect to the unaudited Financial Statements, to normal year-end audit adjustments, none of which, to PSD's knowledge, will be material.
Except as may otherwise be noted therein, the Interim Financial Statements shall be prepared, and upon delivery of each Interim Financial Statement to CCI, PSD shall be deemed to represent and warrant to CCI that such Interim Financial Statement has been prepared, in accordance with the books and records of PSD and the other PSD Entities and in accordance with GAAP on a consistent basis throughout the periods covered thereby, except for the absence of footnotes and statements of cash flows.
Except as described in Schedule 3.26, no PSD Entity nor any Affiliate of any PSD Entity sponsors, maintains or contributes to any Benefit Plan that provides medical or death benefit coverage to former employees of the PSD Entities, except to the extent required by Section 4980B of the Code.
None of the Governmental Authorities that has issued any Franchise or System Right has notified any of the PSD Entities in writing (i) of its intent to modify, revoke, terminate or fail to renew any such Franchise or System Right, now or in the future, or (ii) that any of the PSD Entities is in violation of the terms of any such Franchise or System Right, and in each case to the knowledge of PSD no action has been threatened with respect thereto.
Except as set forth in Schedules 3.2(b)-3.2(h), 3.6(a)(ii) and 3.6(a)(v), none of the PSD Entities owns or has the right or obligation to acquire, voting securities or other ownership interests in any other Person.
Except as may otherwise be noted therein, the Financial Statements have been prepared in accordance with the books and records of PSD and the other PSD Entities and in accordance with generally accepted accounting principles ("GAAP") on a consistent basis throughout the periods referenced above and with each other, except that the unaudited Financial Statements may not contain footnotes and statements of cash flows required by GAAP.
There are no currently outstanding stock options or other rights extended to employees, directors or independent contractors of any PSD Entity, or any Affiliate of any PSD Entity that, in their current form and without regard to the transactions contemplated by this Agreement, would grant to such Persons the ability to purchase or otherwise receive stock in any of the PSD Entities at any time.
PSD will comply with any reasonable request for information made by CCI or its agents in connection with any such investigation and shall afford CCI and its agents access to all operations of the PSD Entities, including without limitation all areas of the Leased Real Property, at reasonable times and in a reasonable manner in connection with any such investigation.
All accounts receivable and notes receivable of the PSD Entities (other than the PSD Entities' intercompany notes receivable) have arisen from bona fide transactions in the ordinary course of business.
Each of the parties hereto acknowledges that prior to the Closing PSD would be irreparably damaged, and following the Closing CCI would be irreparably damaged, if confidential information concerning the business and affairs of the PSD Entities or the Business were disclosed to or utilized on behalf of any Person except as permitted under this Agreement.