Examples of EHP Business in a sentence
EPC, acting through itself and its direct and indirect subsidiaries, currently conducts the EPC Business and the EHP Business (each as defined in the Separation Agreement (defined below)).
SpinCo shall be responsible for any and all Foreign Income Taxes due with respect to or required to be reported on any EPC Foreign Combined Income Tax Return (including any increase in such Tax as a result of a Final Determination) to the extent such Foreign Income Taxes are attributable to the EHP Business.
The transfer of the EHP Business will be made by way of the transfer of the Transferred Stock and the Transferred Assets.
Subject to the other provisions of this Agreement, EPC shall use commercially reasonable efforts to maintain in full force and effect the Shared Policies to the extent that such policies apply to the EHP Business.
SpinCo shall be responsible for any and all Federal Other Taxes attributable to the EHP Business (including any increase in such Tax as a result of a Final Determination).
Nothing in this Section 6.6 is intended to limit the Purchaser’s right to terminate the employment of any of the Affected Employees under applicable laws or to take any action legally permitted in order to effect a restructuring or reorganization of the EHP Business.
Without limiting the foregoing, Parent does not make any representation or warranty to the Purchaser, express or implied, with respect to any financial projection or forecast relating to any of the Transferred Subsidiaries or the Business Sellers or more generally to the EHP Business.
No Business Seller has any Liability arising from its operation of the EHP Business that is not reflected or reserved against in the Net Working Capital Positions of September 30, 2004, except for (i) Liabilities or obligations incurred in the ordinary course of business consistent with past practice since September 30, 2004, and (ii) Liabilities or obligations which, individually or in the aggregate, would not have a Material Adverse Effect.
The Purchaser shall deliver the EHP Unaudited Financial Statements and EHP Business Financial Statements for the respective entities as each is finalized.
During the period from the date of this Agreement to the Closing Date, Parent shall cause the Business Sellers to, and shall cause the Stock Sellers to cause the Transferred Subsidiaries to, conduct the EHP Business in the ordinary course of business in substantially the same manner as heretofore conducted.