OHIO BUSINESS Sample Clauses

OHIO BUSINESS. The parties desire to proceed with the completion of Buyer's acquisition of that portion of the Business located in the State of Ohio (the "Ohio Business") through a contribution of the Ohio Business to the Company before receipt of final approval from the Director of the Ohio Environmental Protection Agency (the "Director"). Ohio's background investigation law, specifically Section 3734.42(F), requires that the Director approve of Buyer pursuant to Section 3734.44 of the Ohio Revised Code in order for Buyer to assume ownership, either directly or indirectly, of the Ohio Business. Because this approval will not have been received as of the Closing, the parties agree that Buyer's assumption of the ultimate ownership of the Ohio Business may be negated by the Director's failure or refusal to approve Buyer. In the event of any such failure or refusal, and following Buyer's failure to demonstrate adequate rehabilitation pursuant to Section 3734.44(C) of the Ohio Revised Code and Buyer's exhaustion of all of its review and appeal rights, the parties agree that Buyer may be required by the Director to divest itself of the Ohio Business.