Paragon Business definition

Paragon Business means the following businesses and activities:

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Paragon Business has the meaning set forth in Section 1.1 of the Master Separation Agreement.

Paragon Business means the ownership and operation of the Paragon Rigs.

Examples of Paragon Business in a sentence

• Net operating losses incurred by Paragon Offshore Drilling AS, Paragon Offshore AS, or Paragon Seillean AS during a Pre-Spin Period shall be deemed to arise from the operation or ownership of the Paragon Business, provided, however, that any such net operating losses shall be deemed to arise from the operation or ownership of the Noble Business to the extent such losses are used to offset any deferred gains arising in Norway from the operation or ownership of the Noble Business.

• Tax Items related to Taxes imposed on Noble-Neddrill International Limited by any Governmental Authority in the Netherlands shall be deemed to arise from the operation or ownership of the Paragon Business.

• Tax Items related to Taxes imposed by a Tax Authority in Brazil for a Tax Year shall be deemed to arise from the operation or ownership of the Noble Business and the Paragon Business in the same proportion as the number of Brazilian High Specification Rig Days bears to the number of Brazilian Standard Specification Rig Days, respectively, for such Tax Year.

• Except as expressly set forth in this Agreement or in an Ancillary Agreement, Paragon and Noble understand and agree that no member of the Noble Group is representing or warranting to Paragon or any member of the Paragon Group in any way as to the Paragon Business, the Paragon Assets or the Paragon Liabilities.

• With respect to matters relating to the Paragon Business, Paragon shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Noble shall take no action (or permit any of the members of its Group to take action) without the prior written consent of Paragon that could result in any waiver of any Privilege that could be asserted by any member of the Paragon Group under applicable Law and this Agreement.

• Tax Items related to overhead costs and expenses that do not directly relate to either Business shall be allocated between the Noble Business and the Paragon Business in a manner that is consistent with the practice of the Groups before the Spin-off Date.

• Paragon shall be responsible for preparing and timely filing (or causing to be prepared and filed) all Separate Returns that include Tax Items attributable to the Paragon Business.

• Paragon agrees not to use the licensed or sublicensed Noble Software or related documentation (other than in connection with the Paragon Business during the term of this Agreement) or to copy, modify, reverse engineer, reverse compile, or reverse assemble it.

• Except as provided in ‎Section 3.2(b) or Section 3.3(f), Noble shall be responsible for preparing and timely filing (or causing to be prepared and filed) all Separate Returns that include Tax Items attributable to the Noble Business, and Paragon shall be responsible for preparing and timely filing (or causing to be prepared and filed) all Separate Returns that include Tax Items attributable to the Paragon Business.

• Paragon and its subsidiaries do not carry on the Paragon Business under any other business or trade names.

More Definitions of Paragon Business

Paragon Business means the worldwide Business conducted by Paragon with respect to the Paragon Products, all other GP Button Products, and all GP Finished Contact Lens Products, as of the date of the Paragon Acquisition, and as it has been maintained by Respondent since the Paragon Acquisition, including without limitation: all business activities relating thereto, and all tangible and intangible assets and property of any kind used for or relating thereto; all improvements and additions thereto, including, but not limited to, the Pelican Business; and the respective entities through which Paragon conducts its Business and/or pursuant to which it is organized as of the Divestiture Date.

Paragon Business means all aspects of any business conducted by Paragon and its subsidiaries;

Paragon Business shall have the meaning assigned to such term in the recitals of this Agreement.

Paragon Business means that portion of the Company's current business consisting of the manufacture, distribution or sale of Paragon products (including Paragon pumps, Paragon Administration Sets, and trays containing Paragon Administration Sets).