SALE OF THE RESPONDENTS' BUSINESSES Sample Clauses

SALE OF THE RESPONDENTS' BUSINESSES. The sale or transfer of ownership of Respondents' business or any divisions, subsidiaries, affiliates, business units, facilities, offices or other corporate components shall not be executed as an artifice to avoid being subject to the Agreement. However, this Agreement is not intended to restrict the lawful and legitimate sale of assets through an arm's length transaction and would not bind an asset purchaser who purchases through an arm's length transaction. In the event that Respondents sell or in any way transfer ownership of any part of the business entities that are bound by this Agreement, Respondents shall send notification to the EPA Authorized Representative no later than ninety (90) calendar days prior to the proposed date of sale. The notification shall be signed and dated, and shall state in writing: the date of the planned sale; the name(s), address(es), and contact person(s) representing the purchaser(s) on the sale; and a specific description of subject business or property being sold. The seller or purchaser may request that the Agreement no longer appl y to the subject business or property if after review of the records, EPA finds that the sale is an "arms length transaction" as defined at Paragraph 3 herein. Such a request, i ncluding proper documentation, shall be submitted to the EPA Authorized Representative one hundred and eighty (180) calendar days before the projected close of escrow of the sale or as soon as practicable, but not later than ninety (90) calendar days before the sale. The EPA Suspension and Debarment Division wi ll submit a recommendation regarding the request and the SDO shall make a decision within forty-five (45) calendar days of receipt of the request.
Sample 1
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SALE OF THE RESPONDENTS' BUSINESSES. The sale or transfer of ownership of any Respondent’s business or any divisions, subsidiaries, affiliates, business units, facilities, offices, or other corporate components, shall not be executed as an artifice to avoid being subject to this Agreement. The terms, conditions, and obligations of this Agreement shall survive a merger or acquisition of any Respondent’s business or other reorganization of any Respondent’s corporate structure and shall be fully binding upon any organization which is successor in interest. However, this Agreement is not intended to restrict the lawful and legitimate sale of assets through an arm’s length transaction and would not bind an asset purchaser who purchases through an arm’s length transaction.
Sample 1
SALE OF THE RESPONDENTS' BUSINESSES. No BP Respondent has sold, assigned or transferred ownership of more than fifty percent (50%) of its assets to an unaffiliated entity pursuant to an arm’s length transaction. Although not required under the terms of the Agreement, BP notified the EPA Authorized Representative and the EPA Independent Auditor on October 17, 2014, of a transaction involving the sale of certain assets and equity interests held by BP Exploration (Alaska) Inc., BP Transportation (Alaska) Inc. and Amoco Xxxxxxxx Pipeline Company. The notification was made 34 days prior to the closing of the transaction on November 18, 2014.
Sample 1

Related to SALE OF THE RESPONDENTS' BUSINESSES

  • Business Activity As long as this Note shall remain outstanding, Maker shall make no change in its business activity that would make it or any of its business activities non-compliant with SBA regulations and guidelines.

  • 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.

  • Business Activities The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

  • No Control of the Other Party’s Business The Parties acknowledge and agree that the restrictions set forth in this Agreement are not intended to give Parent or Merger Sub, on the one hand, or the Company, on the other hand, directly or indirectly, the right to control or direct the business or operations of the other at any time prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company will exercise, consistent with the terms, conditions and restrictions of this Agreement, complete control and supervision over their own business and operations.

  • Competitive Business Activities The term "Competitive Business Activities" as used herein shall be deemed to mean the Business.

  • Material Transactions or Affiliations Except as disclosed herein and in the IACH Schedules, there exists no contract, agreement or arrangement between IACH and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer or director. IACH has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

  • Competing Transactions From the date of this Agreement until the earlier to occur of the Closing and the termination of this Agreement, the Company shall provide written notice to each Purchaser not less than 48 hours prior to the Company or any Subsidiary of the Company (i) entering into a definitive agreement providing for a Competing Transaction or (ii) filing a motion with the Bankruptcy Court seeking to obtain bid procedures or bid protections for or in connection with a Competing Transaction.

  • Business Relations The contractor shall successfully integrate and coordinate all activity needed to execute the requirement. The contractor shall manage the timeliness, completeness, and quality of problem identification. The contractor shall provide corrective action plans, proposal submittals, timely identification of issues, and effective management of subcontractors. The contractor shall seek to ensure customer satisfaction and professional and ethical behavior of all contractor personnel.

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