Examples of Liquid Finishing Business in a sentence
Except as disclosed in Schedule 4.5(a), all of the Audited Annual Financial Statements have been prepared from the books and records of Sellers and the Acquired Subsidiaries in accordance with GAAP consistently applied and fairly present in all material respects the financial condition of the Liquid Finishing Business as of their respective dates and the results of its operations for the periods covered thereby.
Except as disclosed on Schedule 4.15, the Asset Selling Subsidiaries and the Acquired Subsidiaries have all material Permits used in the operation of the Liquid Finishing Business as currently conducted.
Except for the representations and warranties set forth in this Agreement, none of the Sellers or any Acquired Subsidiary or any other Person acting on any such entity’s behalf, makes any representation or warranty with respect to the Liquid Finishing Business.
Purchaser Parent and US Purchaser acknowledge and agree that Graco’s and its Affiliates’ ability to provide Purchaser Parent and its representatives with information about the Liquid Finishing Business is in all respects subject to the limitations imposed by the FTC (including, but not limited to, the Final Order and the Hold Separate Trustee.
Purchaser Parent and US Purchaser will satisfy (or cause to be satisfied) in full when due all Income Taxes attributable to the Liquid Finishing Business with respect to any period that is not a Pre-Closing Tax Period, including Income Taxes of each Acquired Subsidiary that are not Pre-Closing Income Taxes.
Except for any Minor Claims and the FTC-Related Matters, or except as set forth in Schedule 4.13, to Sellers’ Knowledge, there are no claims or complaints by or before any Governmental Authority pending or threatened against any Seller or any Acquired Subsidiary (i) relating to the Liquid Finishing Business or its business or properties, or (ii) seeking to enjoin the transactions contemplated hereby.
After the Closing, Purchaser Parent and US Purchaser shall make available and shall cause the Liquid Finishing Business to make available to Graco and its accountants, agents and representatives, at reasonable times and upon prior written request, any and all books, records, contracts and other information of the Liquid Finishing Business existing at the Closing to the extent reasonably requested by Sellers for tax or accounting purposes.
Except as set forth on Schedule 4.23, each product manufactured, sold, leased or delivered by the Asset Selling Subsidiaries in connection with the Liquid Finishing Business or by the Acquired Subsidiaries was at all times when such actions occurred in material conformance with all applicable contractual obligations, including all applicable express and implied warranties.
Purchaser Parent and US Purchaser will cause the Liquid Finishing Business to hold all material books and records of the Liquid Finishing Business on the Closing Date and will retain and not destroy such records in accordance with Purchaser Parent’s standard record retention policy.
Since April 2, 2012, the inventory relating to the Liquid Finishing Business has been maintained in the ordinary course of business consistent with past practice.