Examples of Peabody Business in a sentence
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.
Peabody 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 Peabody Business as it is now being conducted by Peabody.
No Assumed Peabody Benefit Plan provides, and neither Peabody nor any ERISA Affiliate of Peabody is otherwise obligated to provide, any amount constituting an excess parachute payment (as defined in Section 280G of the Code) with respect to any Peabody Business Employee that will become a liability of the JV Entities.
Peabody and all ERISA Affiliates of Peabody have complied with the requirements of Sections 4980B and 4980D of the Code with respect to Peabody Business Employees and former employees of the Peabody Transferred Subsidiaries.
From the date hereof until the Closing, each Party shall, and shall cause its Affiliates and its and their respective Representatives to, keep confidential and not disclose to any other Person, or use for their own benefit or the benefit of any other Person, any confidential and non-public information to the extent relating to the Peabody Business or the Arch Business, as the case may be, in accordance with the provisions of the Confidentiality Agreement.
Each Peabody Entity has all requisite corporate or other power and authority to own or lease and to operate its assets and to conduct the Peabody Business now being or to be conducted by it at the time of the Closing.
Each Peabody Entity has all requisite corporate or other power and authority to own or lease and to operate its assets and to conduct the Peabody Business now 32 being or to be conducted by it at the time of the Closing.
The Peabody 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 Peabody 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).
Section 4.7(a) of the Peabody Disclosure Letter also identifies all Peabody Properties that also are used as of the date hereof by other businesses of Peabody or its Affiliates and describes the nature of such use by such other businesses of Peabody or its Affiliates, and such use does not interfere with the operation of the Peabody Business.
To the extent that, after the Closing, the JV Company operates the Peabody Business in the same manner operated by Peabody 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.