Arch Business definition
Examples of Arch Business in a sentence
Arch is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority under applicable Law and its Charter Documents to own or lease and to operate its assets and to conduct or cause to be conducted the Arch Business as it is now being conducted by Arch.
To the extent that, after the Closing, the JV Company operates the Arch Business in the same manner operated by Arch and its Affiliates during the six-month period prior to the Closing, the JV Company will not incur any liability or obligation under the WARN Act.
Section 5.7(a) of the Arch Disclosure Letter also identifies all Arch Properties that also are used as of the date hereof by other businesses of Arch or its Affiliates and describes the nature of such use by such other businesses of Arch or its Affiliates, and such use does not interfere with the operation of the Arch Business.
In furtherance of the foregoing, the Parties shall, as soon as reasonably practicable after the date of this Agreement, (a) identify any federal coal leases (or applications therefor) held by Arch and its Affiliates for land located in the State of Wyoming which is not used in the operation or conduct of the Arch Business as presently conducted (or as proposed by either Party to be conducted) and (b) amend Schedule 2.5(e) to add such federal coal leases (or applications therefor).
There is no pending Order of any Governmental Authority against or binding upon any of the Arch Contributed Assets or Arch or any of its Affiliates to the extent relating to the Arch Business.
No Assumed Arch Benefit Plan provides, and neither Arch nor any ERISA Affiliate of Arch is otherwise obligated to provide, any amount constituting an excess parachute payment (as defined in Section 280G of the Code) with respect to any Arch Business Employee that will become a liability of the JV Entities.
The Parties further acknowledge and agree that Fremantle shall have no recourse against any indebtedness, obligation or liability of (i) PAE to Subco or (ii) from any of the PAE subsidiaries to Subco, which may be outstanding at the Closing Date or may result from the conveyance of the Pre-Existing Peace Arch Business from PAE to Subco.
Prior to the Closing, subject to applicable Laws, the Parties agree to cooperate in good faith to take such steps as may be reasonably necessary or advisable so that the JV Company shall be in a position to seamlessly begin operating the Peabody Business and the Arch Business immediately after the Closing.
Notwithstanding the foregoing, neither Olin nor Arch may consummate any Acquisition or series of Acquisitions pursuant to this Section 2(d), or continue any Arch Business Activities or ▇▇▇▇ Business Activities, as the case may be, pursuant to this Section 2(d), the purpose of which would be to evade, or that are part of a scheme, device or plan to evade, the purpose or spirit of this Agreement.
The Arch Financial Statements have been prepared in accordance with GAAP (subject to the assumptions set forth therein) and fairly represent in all material respects the combined financial position, assets and liabilities and results of operations of the Arch Business, as of the respective dates and for the respective periods indicated therein (subject to the assumptions set forth therein, the absence of notes and normal year-end adjustments).