Schlumberger Business definition
Examples of Schlumberger Business in a sentence
Schlumberger Business" means the businesses of the Schlumberger Group as of the Separation Date, but specifically excluding the NPT Business.
The unaudited consolidated balance sheet of the Schlumberger Business as at September 30, 2003, and the related unaudited consolidated statements of income and cash flows for the 9-month period ended on such date, present fairly the consolidated financial condition of the Schlumberger Business as at such date, and the consolidated results of its operations and its consolidated cash flows for the 9-month period then ended (subject to normal year-end audit adjustments).
Notwithstanding anything to the contrary contained in this Agreement, the Schlumberger Entities shall not indemnify nor hold the Weatherford Indemnified Parties or the Company Indemnified Parties harmless from and against any Losses or Expenses in respect of Taxes relating to the Schlumberger Business or the Schlumberger Contributed Assets with respect to any Taxable period, or portion thereof, beginning after the Closing Date.
There are no Legal Proceedings pending or, to the Knowledge of the Schlumberger Entities, threatened against or affecting the Schlumberger Entities or any of their respective Affiliates (i) seeking to prevent or delay the Closing or (ii) relating to the Schlumberger Business, except in each case for such Legal Proceedings as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Schlumberger Business.
Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Schlumberger Business, all of the personal property currently used in the Schlumberger Business and included in the Schlumberger Contribution Assets (i) is in good operating condition and repair (ordinary wear and tear excepted) and (ii) has been maintained in a manner consistent with industry practice.
Schlumberger Business" means any business of Schlumberger other than the NPT Business.
The Schlumberger Entities shall prepare and timely file, or cause to be prepared and timely filed (taking into account all applicable extensions), all Tax Returns of or relating to the Schlumberger Business or the Schlumberger Contributed Assets for all Tax periods ending on or before the Closing Date.
The Schlumberger Entities and all ERISA Affiliates of the Schlumberger Entities have complied in all material respects with the requirements of Sections 4980B and 4980D of the Code with respect to employees and former employees of the Schlumberger Business.
No Schlumberger Benefit Plan provides, and neither the Schlumberger Entities nor any ERISA Affiliate of the Schlumberger Entities is otherwise obligated to provide, any amount constituting an excess parachute payment (as defined in Section 280G of the Code) with respect to any current or former employee of the Schlumberger Business that will become a liability of the JV Companies.
Notwithstanding the foregoing provisions of this Article III, the Employee Matters Agreement shall govern the retention by the Weatherford Entities, the Schlumberger Entities and their respective Subsidiaries or the transfer to the JV Contribution Companies of assets and liabilities relating to Employee Benefit Plans or current and former employees of the Weatherford Business and the Schlumberger Business.