Rostone definition
Examples of Rostone in a sentence
Rostone, on behalf of itself and the Stockholders, hereby authorizes the Purchaser to make any such offsets to which it is entitled hereunder.
Since December 31, 1994, Rostone has not received any written notice from any lessor under any of the Real Property Leases asserting that Rostone is in default thereunder and Rostone has no knowledge that it is in default thereunder.
Rostone has previously furnished to the --------------------- Purchaser true and complete copies of the following audited financial statements of Rostone (the "FINANCIAL STATEMENTS"): (i) consolidated balance sheets at December 31, 1994 (ii) consolidated statements of operations and retained deficit for the year ended December 31, 1994; and (iii) consolidated statements of cash flows for the year ended December 31, 1994.
Rostone is not charged with or, to the knowledge of Rostone, has been threatened with any charge concerning or is under any investigation with respect to, any violation of any provision of any Law, except for such violations which would not, individually or in the aggregate, have a Seller Material Adverse Effect.
Except as set forth on Schedule 3.1(i) hereto, Rostone does not own or have any licenses with respect to any patents, registered trademarks, tradenames and registered copyrights.
At the Effective Time (as defined in Section 1.8 ----------- hereof), and subject to the terms and conditions of this Agreement and the DGCL and NYBCL, Rostone shall be merged with and into Oneida in the Merger, the separate corporate existence of Rostone shall thereupon cease, and Oneida shall be the surviving corporation in the Merger.
In addition, Rostone shall cooperate to take all necessary actions to ensure the transfer and/or continued validity of all permits, licenses and authorizations necessary to the lawful operations of Rostone's facilities.
Rostone has filed when due all tax returns that it was ------ required to file, and has paid all taxes shown thereon as owing, except where the failure to file such tax returns or to pay such taxes would not, individually or in the aggregate, have a Seller Material Adverse Effect.
All inventory of Rostone, whether or not reflected --------- in the November 30, 1995 balance sheet, consists of a quality and quantity usable and salable in the ordinary course of business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the November 30, 1995 balance sheet or on the accounting records of Rostone as of the Closing Date, as the case may be.
Rostone owns, or has ------------------------------------ licensed or otherwise has the right to use, all patents, registered trademarks, trade names and registered copyrights (including those set forth on Schedule 3.1(i) hereto) necessary to the conduct of its business as currently conducted, subject to such exceptions which would not, individually or in the aggregate, have a Seller Material Adverse Effect.