SGS Canada definition
Examples of SGS Canada in a sentence
The Audited Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, and present fairly, in all material respects, the combined financial position of the Companies, the Subsidiaries and SGS Canada as of December 31, 2004 and 2003, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2004.
On the Closing Date, Sellers will determine the dollar invoice value of all accounts receivable of the Purchased Business arising from orders placed by a Seller or an Affiliate of Sellers (other than the Companies, the Subsidiaries or SGS Canada) with the Companies, the Subsidiaries and SGS Canada and shipped and invoiced by a Company, a Subsidiary or SGS Canada in the 30 day period immediately preceding the Closing Date.
On the terms and subject to the conditions set forth herein, the Company agrees to employ the Executive as Executive Vice President of the Company and President of SGS Canada throughout the Employment Term (as defined below).
On October 30, 2015 members of Unifor Local 88 SGS Canada Ingersoll Unit ratified their collective agreement.
There is no contract, option or any other right of another binding upon Sellers to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the assets of SGS Canada other than pursuant to the provisions of this Agreement or pursuant to purchase orders accepted by SGS Canada in the usual and ordinary course of business.
SGS Canada and Purchaser confirm that (i) no proceeds are received or receivable by SGS Canada for granting the non-competition covenant under Section 8.10(a) (“Non-Compete”) and (ii) the amount that could otherwise be regarded as consideration for the Non-Compete is included in the allocation to goodwill of the Purchased Business to be acquired from SGS Canada.
Any such Taxes payable under the RST Act will be borne by the Purchaser and SGS Canada in accordance with Section 14.04.
Schedule 4.08 sets forth (i) the real property owned exclusively by the Companies, the Subsidiaries or SGS Canada, and (ii) all of the real property owned by the Sellers (other than SGS Canada) used primarily for the operation of the Purchased Business ((i) and (n), the “Owned Real Property”).
Each Company, each Subsidiary and SGS Canada is duly qualified and in good standing as a foreign corporation in each jurisdiction where the current nature of its business or the ownership or leasing of its properties requires such qualification (which jurisdictions are listed in Schedule 4.02), except where failure to so qualify or be in good standing has no Material Adverse Effect.
The Sellers, the Companies, SGS Canada and the Subsidiaries together have good and marketable fee title to all of the Owned Real Property, free and clear of all Encumbrances except for Permitted Exceptions.