Examples of Standalone Drug Business in a sentence
Buyer and SUPERVALU and its Affiliates shall cooperate and use their respective best efforts to enter into at Closing the Standalone Drug Business Transition Services Agreement and the Distribution Center Transition Services Agreement; provided, however, in no event shall the execution and delivery of the Standalone Drug Business Transition Services Agreement or the Distribution Center Transition Services Agreement pursuant to Section 1.07 be a condition to Closing.
Assuming the due execution of and performance under the Standalone Drug Transition Services Agreement, the continued employment of all Employees immediately after the Effective Time and other than with respect to the Excluded Assets, and subject to the provisions of Section 1.05(d), the Purchased Assets immediately after the Effective Time shall constitute assets sufficient in all material respects to conduct the Standalone Drug Business as conducted immediately prior to the Effective Time.
The Sellers’ obligation to provide the foregoing access shall be conditioned on the requirement that Buyer shall not unreasonably interfere with the Sellers’ Standalone Drug Business.
Neither Albertson’s nor SUPERVALU shall, without the prior written consent of Buyer agree to any modification of any of the terms or conditions of, or give any consent or waiver under, any provision of the Merger Agreement or Separation Agreement if such modification, consent or waiver would reasonably be expected to have a material and adverse effect on the Standalone Drug Business, Purchased Assets or Assumed Liabilities.
Buyer, the Sellers, New Diamond and SUPERVALU agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Standalone Drug Business and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any Action relating to any Tax.
Buyer, the Sellers, New Diamond and SUPERVALU shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the Standalone Drug Business.
The Real Property is all of the real property which the Sellers own, lease, operate or sublease in connection with the Standalone Drug Business.
The allocations of the Separate Operations Data among the New Diamond Business, the Standalone Drug Business and the Retained Business are consistent with Section 2.13(a)(i) of the Disclosure Letter and the allocations of the Separate Balance Sheet Data are allocated in the manner described in Section 2.13(a)(ii) of the Disclosure Letter.
For purposes of this Section 6.13 only, the term “Company Employee” shall be deemed to refer to any current, former or retired employee, officer, consultant, independent contractor or director of the Company or any Company Subsidiary, excluding employees of the Standalone Drug Business and the Retained Business.
The allocations of the Separate Operations Data among the New Diamond Business, the Standalone Drug Business and the Retained Business are consistent with Section 4.7(b)(i) of the Company Disclosure Letter and the allocations of the Separate Balance Sheet Data are allocated in the manner described in Section 4.7(b)(ii) of the Company Disclosure Letter.