Examples of Transferred Business Companies in a sentence
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.
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.
Effective upon the Closing, all outstanding intercompany accounts, whether payables or receivables, between DuPont or any of the Retained Subsidiaries, on the one hand, and any of the Transferred Business Companies, on the other hand, shall be cancelled and of no further force and effect (it being understood that such cancellation shall not in any way affect the Related Agreements or any amounts which may be payable pursuant to the Related Agreements).
Notwithstanding the preceding sentence, all rights and obligations of the Transferred Business Companies under the Cre-Lox agreements listed on Schedule 5.8(e) hereto in force as of the Closing Date shall inure to Buyer.
Any such notice prepared by any of the Transferred Business Companies for the benefit of any employee shall be reasonably satisfactory to Buyer.
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.
The amount of economic benefit of any refunds, credits or offsets of Taxes of the Transferred Business Companies for any Straddle Period shall be equitably apportioned between DuPont and Buyer on a "closing of the books" basis, except with respect to items calculated on an annual or per diem basis, in which case apportionment shall be on a pro rata basis.
Buyer shall and shall cause the Transferred Business Companies to cooperate with, and take any 101 action reasonably requested by, DuPont with respect to the preparation and filing of such Tax Returns.
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.
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.