Retained Business. All Liabilities arising out of the ownership or use of the Retained Assets or the operation of the Retained Business; and
Retained Business. Any Asset relating to a Retained Business (other than any Asset set forth in clauses (i) through (vi) of Section 2.01(a)).
Retained Business. “Retained Business” means, as defined in the Separation Agreement, all of the current businesses and operations of Potlatch and its Affiliates other than the Pulp-Based Business, and includes: (a) the real estate business, which acquires and sells timberland and other real property, sells conservation easements and undertakes certain land development activities, (b) the harvest and log sale business, which harvests standing timber and purchases and sells logs, (c) the wood products business, which is generally comprised of Clearwater’s ownership and operation of the Wood Products Xxxxx and the sale of wood products manufactured at the Wood Products Xxxxx (for the avoidance of doubt, the Retained Business does not include the portion of Clearwater’s wood products business operated at Clearwater’s lumber mill in Lewiston, Idaho), and (d) the timberland management business that manages Potlatch timberlands.
Retained Business. The surgical business of Bio-Vascular, ----------------- involving the development, manufacturing and marketing of proprietary, specialty medical products for use in thoracic, cardiac, neuro and vascular surgery.
Retained Business. For purposes of this Agreement, the term “Retained Business” shall have the meaning ascribed to it in the Stratus Non-Compete and Non-Solicitation Agreement between Stratus and Xxxxxx.
Retained Business. Seller has no current intent to sell, transfer or dispose of any material portion of the Excluded Assets after the Closing Date.
Retained Business. 1.1 Rev Proc 96-60............................................................5.15(a) RSI........................................................................2.3(q) Ryder License Agreement....................................................2.3(q) SEC...........................................................................1.1 Section 338(h)(10) Allocation Statement....................................6.3(b) Seller...................................................................
Retained Business. 23 Section 6.19
Retained Business. (a) Attached hereto as Section 6.18 of the AWS Disclosure Schedule is an unaudited pro forma consolidated balance sheet of the Retained Business at October 31, 1997 (the "Retained Business Balance Sheet"). The Retained Business Balance Sheet has been prepared on a pro forma basis giving effect to the Distribution in accordance with generally accepted accounting principles (except as expressly stated therein) on a basis consistent with the AWS Financial Statements, and fairly presents in all material respects (subject to the absence of footnotes and normal, recurring audit adjustments) the assets and liabilities of the Retained Business as at the date thereof after giving effect to the Distribution (assuming the Distribution occurred on October 31, 1997).
(b) AWS or one of the Retained Subsidiaries directly or indirectly owns or has a valid leasehold interest in the assets reflected on the Retained Business Balance Sheet, free and clear of any Liens, except (i) as may be reflected in the Retained Business Balance Sheet, (ii) Liens for Taxes, payments of which were not delinquent as of October 31, 1997, (iii) such imperfections in title and easements and encumbrances, if any, as are not substantial in character, amount or extent and do not materially detract from the value or interfere with the present use of the property subject thereto or affected thereby or otherwise materially impair the operation of the Retained Business (in the manner it is presently conducted), or (iv) as disclosed in the AWS SEC Reports, and except for such matters which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Retained Business, taken as a whole. All of the buildings and material tangible personal property owned or leased by AWS and its Retained Subsidiaries that are included in the Retained Business are in good working condition (normal wear and tear excepted) and are suitable in all material respects for the purposes for which they are being used. AWS has reasonable relationships with its customers, employees and others having business dealings with the Retained Business.
Retained Business. (a) Attached hereto as Exhibit A is an unaudited pro forma consolidated balance sheet of the Retained Business of the Company and its Subsidiaries at June 30, 1996 (including certain explanatory notes thereto, the "Retained Business Balance Sheet") and an unaudited pro forma consolidated statement of operations for the Retained Business of the Company and its Subsidiaries for the year ended June 30, 1996 (including certain explanatory notes thereto, the "Retained Business Income Statement" and, together with the Retained Business Balance Sheet, the "Retained Business Financial Statements"). The "Retained Business" means and includes the assets, liabilities, capital stock and partnership interests reflected on the Retained Business Balance Sheet, as such assets and liabilities may have changed since the date of the Retained Business Balance Sheet, but in any event shall include all of the Company's direct and indirect 7
