Transferred Business Companies definition
Examples of Transferred Business Companies in a sentence
Notwithstanding any other provision of this Agreement, to the extent that any Cash held by the Transferred Business Companies is not transferred to DuPont or a Retained Subsidiary prior to the Closing, there shall be an upward adjustment to the Closing Purchase Price in an amount equal to the amount of such undistributed Cash.
DPC or one of the other Transferred Business Companies has quiet possession of the leasehold estate or other interest created under such Leases, and no lessee under any material Lease relating to Leased Real Property is in material default under any such Lease.
Any such notice prepared by any of the Transferred Business Companies for the benefit of any employee shall be reasonably satisfactory to Buyer.
To the Knowledge of DuPont, no Person (other than the Transferred Business Companies) has any right to use, occupy or lease the Owned Real Property.
With respect to matters relating to the Retained Business or to the Sale Process, DuPont shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Buyer and its Affiliates (including the Transferred Business Companies) shall, to their knowledge, take no action without the prior written consent of DuPont that could result in any waiver of any Privilege that could be asserted by DuPont under applicable Law and this Agreement.
DuPont hereby agrees and covenants that any Tax Sharing Agreement to which any of the Transferred Business Companies is a party will cease to apply to the Transferred Business Companies as of the Closing Date.
Any such conduct by a Transferred Business Company shall be deemed to not be in all material respects in the ordinary and usual course of business of the Transferred Business or the Transferred Business Companies.
Each of the Transferred Business Companies has all requisite power and authority to conduct its business as it is now being conducted and to own, lease and operate its property and assets.
In no case shall Buyer, the Transferred Business Companies or any of their Affiliates settle or otherwise compromise any Tax Audit referred to in the preceding sentence without DuPont's prior written consent.
True and complete copies of (a) the certificate of incorporation and by-laws of each of the Sellers and the Transferred Business Companies (other than DPC) and (b) the partnership agreement of DPC, each as presently in effect, have been made available to Buyer.