Examples of Post Party in a sentence
In the event that at any time and from time to time after the Effective Time, any Ralcorp Party shall receive from a Third Party an asset of the Post Business (including any remittances from account debtors in respect of the Post Business), such Ralcorp Party shall promptly transfer such asset to the appropriate Post Party.
Each Post Party shall have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by it under this Agreement on or prior to the Parent Merger Effective Time.
To the extent deemed reasonably necessary by the Board to comply with Applicable Governance Rules (including with respect to composition of committees), Post shall designate Independent Directors as Post Nominees; provided that directors who are affiliated with a Post Party shall not be automatically deemed not to be Independent Directors.
The Ralcorp Parties shall, without further consideration therefor, pay and remit to the applicable Post Party promptly all monies, rights and other considerations received in respect of such performance.
In the event that at any time and from time to time after the Effective Time, any Post Party shall receive from a Third Party an asset of the Ralcorp Business (including any remittances from account debtors in respect of the Ralcorp Business), such Post Party shall promptly transfer such asset to the appropriate Ralcorp Party.
Notwithstanding anything to the contrary in this Section 7.03(b), no Ralcorp Party or Post Party shall be obligated under this Section 7.03(b) to pay any consideration (other than de minimis filing or transaction fees), grant any concession or incur any Liability to any Third Party other than the Liability to be transferred.
In furtherance of the foregoing, each Ralcorp Party and each Post Party will, upon request, execute and deliver a specific waiver as may be required in connection with a particular transaction or dispute under the applicable rules of professional conduct in order to effectuate the general waiver set forth above.
Each of the Post Parties and each of their Subsidiaries, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by the Post Parties and each of their Subsidiaries for claims relating to any period at or after the Effective Time involving any Post Party or any of its Subsidiaries.
To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(a) is prohibited by law or the terms thereof, this Section 7.02(a) shall operate to create a subcontract with the applicable Post Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Parties with respect to the performance by such Post Party.
This Agreement constitutes a legal, valid and binding obligation of each Japan Post Party enforceable against such Japan Post Party in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Law relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).