Retained Business Clause Samples
The "Retained Business" clause defines which aspects of a company's operations or business lines are not included in a transaction, such as a sale or divestiture, and will remain with the seller after the deal closes. This clause typically lists specific products, services, or business units that are excluded from the transfer, ensuring both parties are clear on what is and is not being sold. Its core function is to prevent misunderstandings or disputes by clearly delineating the scope of the transaction and protecting the seller's ongoing interests in the retained operations.
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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 ▇▇▇▇▇ and the sale of wood products manufactured at the Wood Products ▇▇▇▇▇ (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. Seller shall have performed all of the obligations required to be performed by it pursuant to Section 3.8.
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 solely relating to the Retained Business (other than any Asset set forth in clauses (i) through (viii) of Section 2.01(a)).
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 ▇▇▇▇▇▇.
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 ...................................................................
Retained Business. The businesses conducted by Getty and its Affiliates other than the Marketing Business, including without limitation the Aero Home Heating Oil Business and the Real Estate Business.
Retained Business. For a period of five (5) years following the Closing Date, WWG may not consolidate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of any interest in any Retained Franchise to any Person unless (i) WWG is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than WWG) or into whom WWG is wound up or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (WWG or such Person, as the case may be, being referred to for purposes of this Section 5.15 as the "Successor Company"); (ii) the Successor Company (if other than WWG) expressly grants a guarantee, in substantially the form attached as Exhibit D hereto, for the benefit of Buyer and WWI; and (iii) WWG shall have delivered an officer's certificate stating that such transaction, merger or transfer complies with the requirements of this Agreement.