Houston Business definition
Examples of Houston Business in a sentence
For all purposes of this Agreement, a Tax and any Tax Items shall be considered attributable to the Seattle Business on the one hand and the Houston Business on the other (but not both) to the extent that such Tax and/or Tax Item would result if such Tax Return were prepared on a separate basis taking into account only the operations and assets of the Seattle Business on the one hand and only the operations and assets of the Houston Business on the other hand (but not both), as applicable.
With respect to any other Tax Items, Houston shall determine in good faith (in consultation with Seattle) and otherwise in accordance with this Agreement which Tax Items are properly attributable to assets or activities of the Seattle Business (and in the case of a Tax Item that is properly attributable to both the Seattle Business and the Houston Business, the allocation of such Tax Item between the Seattle Business and the Houston Business).
Except to the extent Recipient did so prior to the Distribution Date and except to the extent with respect to Services included in customer-facing products and services, Recipient shall not resell any Services to any Person whatsoever or permit the use of the Services by any Person other than its Affiliates in connection with Recipient’s operation of the Houston Business or the Seattle Business (as applicable for the Recipient).
With respect to any other Tax Items, Houston shall determine in good faith and otherwise in accordance with this Agreement which Tax Items are properly attributable to assets or activities of the ▇▇▇▇▇▇▇ Business (and in the case of a Tax Item that is properly attributable to both the ▇▇▇▇▇▇▇ Business and the Houston Business, the allocation of such Tax Item between the ▇▇▇▇▇▇▇ Business and the Houston Business).
Except as otherwise provided in this Agreement, including Schedules A and B, Provider shall be required to provide Services to Recipient only in connection with the Recipient’s operation of the Houston Business or the Seattle Business (as applicable for the Recipient) substantially as conducted on or prior to the Distribution Date.
Such Additional Properties shall be treated hereunder as Houston Owned Properties, Houston Leased Properties, Houston Sublease Properties, Houston New Lease Properties and/or Houston Leaseback Properties or Seattle Owned Properties, Seattle Leased Properties, Seattle Sublease Properties, Seattle New Lease Properties and/or Seattle Leaseback Properties by mutual agreement of the parties based on whether the Additional Property was acquired by or for the Seattle Business or the Houston Business.
Except as otherwise set forth in any other Transaction Document, neither Seattle nor any of its Affiliates has any obligation to deliver to the Houston Group any Technology or any other tangible materials that are not in the possession of the Houston Business immediately after the Distribution Time and no obligation to provide any technical, consulting, support or other services to Houston except as expressly provided in the Transition Services Agreement.
During the Term and for two years thereafter, Provider shall keep books and records relating to the provision of the Services in a manner consistent with how such books and records were kept by Provider (or its predecessor) with respect to the Houston Business or the Seattle Business (as applicable for the Provider) as of the Effective Date, subject to Provider’s records retention policies (as such policies may be amended or otherwise modified from time to time).
The Final Retained Amount, together with the Final Adjustment Amount, shall be deemed to fully satisfy all rights pertaining to any cash or cash equivalents related to or reserved for the Cousins Houston Business or the Legacy Parkway Houston Business.
Without limiting the foregoing, each Party shall assist the other Party with any migration of the data of such other Party’s Group as is reasonably necessary for such other Party’s Group to effect the separation of the Seattle Business and the Houston Business and to effect each Group’s transition to such systems, facilities and hosting environment.