ZC Companies definition
Examples of ZC Companies in a sentence
Flair LLC, ZC LLC and MLFBS dated June 6, 2001, and (iii) any other lines of credit, indebtedness for borrowed money or guarantees thereof of the Company, the Sub S Holding Corporation and the Subsidiaries to be terminated and be of no force and effect and there shall be no obligation or liability of the ZC Companies, or the Company, the Sub S Holding Corporation or any of the Subsidiaries in relation to the foregoing.
The ZC Companies did operate, and the Company, the Sub S Holding Corporation and the Subsidiaries have operated, the Business in compliance in all material respects with all applicable Laws, including Environmental Laws.
The contributions of the equity interests in the Sub S Subsidiaries to the Sub S Holding Corporation and the contributions of the Interests in the LLC Subsidiaries to the Company by the Sellers are referred to herein as the "ZC Consolidation." The Sub S Subsidiaries, the LLC Subsidiaries, the Sub S Holding Corporation and the Company are collectively referred to herein as the "ZC Companies" when referring to periods prior to the ZC Consolidation Date.
Therefore, each of the Designated Principals covenants and agrees that he will in good faith diligently perform all of his obligations under his Employment Agreement in accordance with the terms thereof for the entire term thereof to the best of his ability and in a manner consistent with the expertise, initiative, dedication, and loyalty with which he performed services for the ZC Companies prior to the ZC Consolidation Date.
Except as set forth in Section 5.6 of the Sellers' Disclosure Schedule, all Taxes due and payable by any of the ZC Companies or the Company, the Sub S Holding Corporation or any Subsidiary on or prior to the Closing Date have been or will be paid on a timely basis.
From January 1, 2002 until the ZC Consolidation Date, the ZC Companies did operate, and from and after the ZC Consolidation Date the Company, the Sub S Holding Corporation and the Subsidiaries have operated, the Business in the ordinary course consistent with past practice.
As of June 30, 2002 none of the ZC Companies had any liabilities, debts or obligations (whether absolute, accrued, contingent or otherwise) that were required in accordance with GAAP to be set forth on a balance sheet, except for liabilities, debts and obligations that were set forth on the balance sheet included in the Interim Financial Statements.
All expenses incurred solely for the benefit of the Designated Principals and the Other Principals not accrued on the Effective Date Balance Sheet shall be paid by the Designated Principals and the Other Principals and not by the ZC Companies or the Company, the Sub S Holding Corporation or any Subsidiary.
There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the IRS, the Department of Labor or otherwise, with respect to any Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company, the Sub S Holding Corporation, any Subsidiary or any of the ZC Companies could incur any liability with respect to a Plan other than in the ordinary course.
The books of account, stock books and other records of the ZC Companies and the Company, the Sub S Holding Corporation and the Subsidiaries that have been made available to Buyer are true, correct and complete in all material respects.