Deferred Businesses Sample Clauses

Deferred Businesses. If on the Closing Date, all conditions set forth in Article VIII have been fulfilled or waived (other than those conditions that by their nature are to be fulfilled at the Closing) other than the condition set forth in Section 8.1(b) and the condition in Section 8.1(b) has not been satisfied as the result of a failure to receive any of the approvals listed in Section 8.1(b) of the Company Disclosure Schedules, then the Parties agree, to the extent permitted by law, to consummate the Transactions only in relation to the Acquired Businesses for which all applicable approvals required pursuant to Section 8.1(b) have been received, so long as such approvals have been received with respect to at least one of the Algeria Business or the Mozambique Business. Any Acquired Business that the Parties are unable to close on the Closing Date in accordance with the first sentence of this Section 2.7(a), shall be deemed a “Deferred Business” and any condition set forth in Section 8.1(b) of the Company Disclosure Schedules relating to each Deferred Business that is unable to be fulfilled or waived on the Closing Date shall be deemed a “Deferred Transfer Condition” with respect to such Deferred Business. Notwithstanding anything to the contrary set forth in this Agreement, in the event that either the Mozambique Business or the Algeria Business is a Deferred Business, then Buyer may, in its sole discretion, elect to treat the Ghana Business as a Deferred Business, and if Buyer so elects, the Deferred Transfer of the Ghana Business shall not occur until the satisfaction or waiver of the Deferred Transfer Conditions with respect to the Mozambique Business or the Algeria Business, as applicable.
Sample 1
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Deferred Businesses. For the avoidance of doubt, actions taken by Emerald or its Affiliates to operate or own any Deferred Business in compliance with their respective obligations under this Agreement during the period after the Principal Closing and prior to the Relevant Closing for such Deferred Business shall not constitute a violation of any provision of this Section 5.13.
Sample 1
Deferred Businesses. In the case of a Deferred Business in the United States as to which the Seller is the Transferee (within the meaning of Exhibit VII), the Seller shall take such steps as are necessary for it to file, and the Seller and the Purchasers shall file, their respective United States federal income Tax Returns (and corresponding United States state and local income Tax Returns) on the basis that such Deferred Business is not a Deferred Business. In the case of a Deferred Business that is not in the United States, the parties, acting reasonably, shall endeavor to report such Deferred Business (or cause it to be reported) on the relevant foreign income Tax Returns as not a Deferred Business.
Sample 1
Deferred Businesses 
Sample 1

Related to Deferred Businesses

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Businesses Borrower is presently engaged directly or through its Subsidiaries in the business of oil and gas acquisition, exploration, development and production.

  • Historically Underutilized Businesses (“HUBs”). In accordance with state law, it is TFC’s policy to assist HUBs whenever possible to participate in providing goods and services to the agency. TFC encourages those parties with whom it contracts for the provision of goods and services to adhere to this same philosophy in selecting subcontractors to assist in fulfilling PSP’s obligations with TFC. If PSP subcontracts with others for some or all of the services to be performed under an Assignment to this Agreement, PSP shall comply with all HUB requirements pursuant to Chapter 2161 of the Texas Government Code. At or prior to the execution of an Assignment with a value that is anticipated to meet or exceed One Hundred Thousand and No/100 Dollars ($100,000.00), PSP must provide a completed HUB Subcontracting Plan, which shall be approved by TFC prior to execution of the Assignment. A copy of the HUB Subcontracting Form is attached hereto and incorporated herein for all purposes as Exhibit G. PSP shall provide the HUB Program of TFC with pertinent details of any participation by a HUB in fulfilling the duties and obligations arising under an Assignment, on the HUB Subcontracting Plan Progress Assessment Report (“PAR”). A copy of the PAR Form is attached hereto and incorporated herein for all purposes as Exhibit H.

  • Continued Business No supplier, customer, distributor or sales agent of the Company or any subsidiary has notified the Company or any subsidiary that it intends to discontinue or decrease the rate of business done with the Company or any subsidiary, except where such discontinuation or decrease has not resulted in and could not reasonably be expected to result in a Material Adverse Effect.

  • DISADVANTAGED BUSINESS ENTERPRISE OR HISTORICALLY UNDERUTILIZED BUSINESS REQUIREMENTS The Engineer agrees to comply with the requirements set forth in Attachment H, Disadvantaged Business Enterprise or Historically Underutilized Business Subcontracting Plan Requirements with an assigned goal or a zero goal, as determined by the State.

  • Restricted Business For all purposes under this Agreement, “Restricted Business” shall mean the design, development, marketing or sales of software, or any other process, system, product, or service marketed, sold or under development by the Company at the time Executive’s Employment with the Company ends.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Disadvantaged Business Enterprises In connection with the performance of this Agreement, the Municipality/Sponsor shall cause its contractors to cooperate with the State in meeting its commitments and goals with regard to the utilization of Disadvantaged Business Enterprises (DBEs) and will use its best efforts to ensure that DBEs will have opportunity to compete for subcontract work under this Agreement. Also, in this connection the Municipality or Municipality/Sponsor shall cause its contractors to undertake such actions as may be necessary to comply with 49 CFR Part 26. As a sub-recipient under 49 CFR Part 26.13, the Municipality/Sponsor hereby makes the following assurance. The Municipality/Sponsor shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any United States Department of Transportation (USDOT)-assisted contract or in the administration of its Disadvantaged Business Enterprise (DBE) program or the requirements of 49 CFR Part 26. The Municipality/Sponsor shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of the United States Department of Transportation-assisted contracts. The New York State Department of Transportation’s DBE program, as required by 49 CFR Part 26 and as approved by the United States Department of Transportation, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out its approved program, the USDOT may impose sanctions as provided for under part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.).

  • Separate Business CAC shall not: (i) fail to maintain separate books, financial statements, accounting records and other corporate documents from those of Funding; (ii) commingle any of its assets or the assets of any of its Affiliates with those of Funding (except to the extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of its Affiliates, borrow funds or accept credit or guaranties from Funding.

  • Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

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