Snacks Business definition
Examples of Snacks Business in a sentence
Each Real Property Lease is a valid and binding agreement of Seller or its Subsidiary that is a party thereto and, to the Knowledge of Seller, is in full force and effect and enforceable by Seller or such Subsidiary in accordance with its terms, except as is not, individually or in the aggregate, material to the Snacks Business.
The Unaudited 12-31-11 Financial Information was derived from the books and records of Seller and, except as set forth in Section 2.09(c) of the Seller Disclosure Letter, presents fairly in all material respects the financial position and results of operations of the Snacks Business as of and for the period reflected therein.
Acquiror and the Wimbledon Entities will be entitled to any refund or Refund Equivalent received or realized with respect to Taxes imposed on or with respect to any Wimbledon Entity, the other Wimbledon Assets or the Snacks Business for a Tax period beginning after the Closing Date.
Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Snacks Business MAE, each of Seller and its Subsidiaries has performed all obligations required to be performed by it to date under the Real Property Leases to which it is a party and is not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder and, to Seller’s Knowledge, no other party is in breach or default under any such Real Property Lease.
With respect to Snacks Business Employees who, prior to the Closing, have been localized other than in their original home country and receive specific benefits from Seller or its Affiliates relating to their localized status (a “Localization Package,” and each such employee who is a Continuing Employee, a “Localized Employee”), Acquiror will maintain a comparable Localization Package for each such Localized Employee until his or her employment terminates.
The access to Information, witnesses and individuals being granted pursuant to Section 4.07 and the disclosure to Seller and Acquiror of Privileged Information relating to the Snacks Business or the Non-Snacks Business pursuant to this Agreement in connection with the transactions contemplated hereby will not be asserted by Seller or Acquiror to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 4.08 or otherwise.
Each Party agrees to use its commercially reasonable efforts to retain all Information that relates to the operations of the Snacks Business in its respective possession or control at the Closing in accordance with their respective then existing document retention policies, as such policies may be amended from time to time.
For purposes of this Agreement, a “Qualifying Shared Asset” is an Asset (other than Intellectual Property) that was primarily utilized in connection with the Snacks Business prior to the Closing Date and that was utilized by the Seller Group in connection with activities unrelated to the Snacks Business only in a de minimis respect.
Seller will retain all obligations to the Snacks Business Employees, including Continuing Employees, with respect to the bonuses and incentives under Seller’s Short Term Achievement Reward (STAR) bonus program, Long-Term Incentive (LTI) program, Key Manager Stock Option Program and any other cash, annual, long-term, equity or similar incentive program in which the Continuing Employees participate for the plan year in which the Closing Date occurs that are attributable to the period prior to the Closing.
Acquiror and Seller will equitably apportion any refund or Refund Equivalent (including interest received from any Taxing Authority with respect to such refund or Refund Equivalent) received or realized with respect to Taxes imposed on or with respect to any Wimbledon Entity, the other Wimbledon Assets or the Snacks Business for a Straddle Period in a manner consistent with the principles set forth in Section 9.04(c).