Records of Purchased Business Sample Clauses

Records of Purchased Business. For the earlier of a period six years after the Closing Date and the date upon which NonCoreCo and its Affiliates wind-down or otherwise cease operations, NonCoreCo and its Affiliates shall maintain at their corporate and administrative offices originals or copies of all accounting, environmental, Tax, and black lung data relating to the Purchased Business, to the extent not transferred to CoreCo as Purchased Assets in accordance with this Agreement (collectively the “Business Records”). During such period, CoreCo shall have the right (i) to inspect and review the Business Records at the corporate and administrative offices of NonCoreCo and (i) at CoreCo’s sole expense, to make copies of the Business Records; provided that any such access by CoreCo shall not unreasonably interfere with the conduct of the business of NonCoreCo; provided further that, in the event NonCoreCo and its Affiliates wind-down or otherwise cease operations prior to the six-year period described in this ‎Section 5.05, NonCoreCo shall provide CoreCo a reasonable opportunity to take possession of all Business Records in the possession of NonCoreCo and its Affiliates. Notwithstanding the foregoing, nothing herein will obligate NonCoreCo or its Affiliates to take or permit any actions that would result in any waiver of attorney-client privilege or violate any Law or the terms of any Contract to which NonCoreCo or any of its Affiliates is a party or to which any assets of NonCoreCo or any of its Affiliates are subject or subject NonCoreCo or any of its Affiliates to risk of liability; provided, that the Parties will use their respective commercially reasonable efforts to obtain the necessary consents or develop an alternative solution so as to not result in the waiver of such privilege or violation of such Law or Contract.
Sample 1Sample 2
AutoNDA by SimpleDocs
Records of Purchased Business. For a period of 60 days after the Closing Date, the Sellers and their Subsidiaries shall maintain at their corporate and administrative offices originals or copies of all accounting, environmental, Tax, and black lung data relating to the Purchased Business, to the extent not transferred to Buyer or the relevant Designated Buyers as Purchased Assets in accordance with this Agreement (collectively the “Business Records”). During such 60-day period, Buyer and each Designated Buyer shall have the right (i) to inspect and review the Business Records at the corporate and administrative offices of the Sellers and their Subsidiaries and (ii) at Buyer’s or such Designated Buyer’s sole expense, to make copies of the Business Records.
Sample 1Sample 2

Related to Records of Purchased Business

  • 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.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • The Properties 3.1 All of the Properties are in England, Wales or Scotland.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it or a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that could reasonably be expected to have a Material Adverse Effect.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

Time is Money Join Law Insider Premium to draft better contracts faster.