Discontinued Businesses Sample Clauses

Discontinued Businesses. Schedule 1.1(a) Supply and Vendor Contracts Schedule 1.1(b) GEFAHI Contracts Schedule 1.1(e) Genworth Contracts Schedule 2.1(a) Plan of Separation Schedule 2.1(b) Delayed Transfer Assets Schedule 2.2(a)(i) Genworth Assets Schedule 2.2(a)(ii)(B) Capital Stock GE Subsidiaries Schedule 2.2(a)(ii)(C) Capital Stock GE Affiliates Schedule 2.2(b)(i) Excluded Assets Schedule 2.2(b)(ii) Excluded Contracts Schedule 2.3(a)(i) Genworth Liabilities Schedule 2.3(b)(iv) Excluded Liabilities Schedule 2.4(b)(ii) Continuing Agreements Schedule 2.4(b)(iii) GE Guarantees Schedule 2.9 European Creditor Business Entities Schedule 3.2(d) JLIC Surplus Notes Schedule 3.2(f) Dividends Schedule 3.9(a) Consideration Under French Transfer Agreement Schedule 3.9(c) Adjustments to Consideration Schedule 4.1 Annual Corporate Reporting Data Schedule 4.2(a) First and Second Quarter Corporate Reporting Data Schedule 4.2(b) Third Quarter Corporate Reporting Data Schedule 4.3 FP&A Reports Schedule 4.8 Monthly Financial Information Schedule 5.2(d) Transaction Documents – Genworth Indemnification Schedule 5.3(c) Transaction Documents – GE Indemnification Schedule 5.4 GE Indemnification Schedule 6.3 Insurance Coverage Schedule 6.5(b) GE Contracts Schedule 6.10 Continuation of Certain Arrangements Schedule 6.12(b)(i)(B) Business Activities Schedule 6.15 GE Policies Schedule 7.1 Transaction Documents – Dispute Resolution MASTER AGREEMENT, dated May , 2004 (this “Agreement”), among General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware corporation (“GECC”), GEI, Inc., a Delaware corporation (“GEI”), GE Financial Assurance Holdings, Inc., a Delaware corporation (“GEFAHI”, and collectively with GE, GEI and GECC, the “GE Parties”), and Genworth Financial, Inc., a Delaware corporation (“Genworth”). Certain terms used in this Agreement are defined in Section 1.1.
Sample 1
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Discontinued Businesses. Seller shall have either sold, transferred or disposed of the Discontinued Businesses, the Excluded Assets and the Excluded Contracts to an Affiliate of Seller (other than the Company or the Company Subsidiaries) or to a third party and such Affiliate or third party shall have assumed or guaranteed the payment of all of the Excluded Liabilities.
Sample 1
Discontinued Businesses. The Company and the Purchased Subsidiaries shall have been released from all Liabilities under the Indebtedness set forth on Schedules VII(a) and (b) of the Company Disclosure Schedule. Seller shall have provided evidence in writing reasonably satisfactory to Buyer of Seller’s performance of the covenants set forth in Section 5.17, including, without limitation, payoff letters in customary form, novation agreements, Uniform Commercial Code termination and/or amendment statements or other customary lien release documentation.
Sample 1
Discontinued Businesses. Schedule 1.1(a) Supply and Vendor Contracts Schedule 1.1(b) GEFAHI Contracts Schedule 1.1(e) Genworth Contracts Schedule 2.1(a) Plan of Separation Schedule 2.1(b) Delayed Transfer Assets Schedule 2.2(a)(i) Genworth Assets Schedule 2.2(a)(ii)(B) Capital Stock GE Subsidiaries Schedule 2.2(a)(ii)(C) Capital Stock GE Affiliates Schedule 2.2(b)(i) Excluded Assets Schedule 2.2(b)(ii) Excluded Contracts Schedule 2.3(a)(i) Genworth Liabilities Schedule 2.3(b)(iv) Excluded Liabilities Schedule 2.4(b)(ii) Continuing Agreements Schedule 2.4(b)(iii) GE Guarantees Schedule 2.9 European Creditor Business Entities Schedule 3.2(d) JLIC Surplus Notes Scheudle 3.2(g) Dividends Schedule 4.1 Annual Corporate Reporting Data
Sample 1

Related to Discontinued Businesses

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • New Businesses 36 9.15 Government Regulations....................................................... 36

  • 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.

  • Unfair Business Practices Contractor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that Contractor has not been found to be liable for such practices in such proceedings. Contractor certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not been found to be liable for such practices in such proceedings.

  • Operation of the Business Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalization; (h) change any material accounting or Tax procedure or practice; (i) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

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