Examples of Transferred Joint Ventures in a sentence
The Selling Companies shall, and shall cause the Transferred Companies (and, to the extent the Selling Companies have the right to do so, the Transferred Joint Ventures) to, conduct the Dearborn Business only in the ordinary course of business, consistent with past practice and shall use their respective reasonable efforts to preserve intact the business organization of the Dearborn Business and keep available the services of the officers and employees of the Dearborn Business.
All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be deemed to have been duly given if in writing and delivered personally, by reputable overnight courier service or by telephone facsimile transmission (as evidenced by a confirmed receipt), addressed as follows: If to any of the Selling Companies or, prior to the Closing, any of the Transferred Companies or Transferred Joint Ventures: c/o X.
The Buying Companies have conducted their own investigation and made their own evaluation of the Dearborn Business, the Transferred Companies, the Transferred Joint Ventures, the Total Dearborn Assets and the Total Dearborn Liabilities.
Buyer acknowledges that the job position and terms and conditions of employment of all active and inactive employees of the Transferred Companies and Transferred Joint Ventures shall not be affected by the occurrence of the Closing, except with respect to employee benefit plans as otherwise may be provided in the Employee Benefits Agreement.
Xxx Xxxx Xxxxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000-0000 Attention: Secretary Fax: (000) 000-0000 If to any of the Buying Companies or, after the Closing, any of the Transferred Companies or Transferred Joint Ventures: c/x Xxxx Laboratories, Inc.
The Selling Companies shall, and shall cause the Transferred Companies (and, to the extent the Selling Companies have the right to do so, the Transferred Joint Ventures) to, use reasonable efforts to preserve the Dearborn Business's relations with customers and suppliers, licensors, licensees, contractors, distributors and others having business relations with the Dearborn Business.
Effective upon the Closing, the Confidentiality Agreement shall terminate with respect to information to the extent relating to the Business, the Transferred Assets, the Transferred Subsidiaries, the Transferred Joint Ventures or the Assumed Liabilities (and, following the Closing, such information shall be governed by the terms of the NewCo Operating Agreement).
Each of the Material Contracts is valid and binding and in full force and effect on Parent, any of the Parent Entities, any of the Transferred Subsidiaries or any of the Transferred Joint Ventures party thereto, and, to the Knowledge of Parent, each other party thereto, except for such failures to be valid and binding or to be in full force and effect as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Absent the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed), none of NewCo, Purchaser or (following the Closing) the Transferred Subsidiaries or Transferred Joint Ventures shall have a right of access to Privileged Materials.
Notwithstanding anything to the contrary set forth herein, from and after the Closing (a) Parent and its Affiliates shall retain, and none of NewCo, the Transferred Subsidiaries, the Transferred Joint Ventures, Purchaser or any of their respective Affiliates shall assume or be responsible for, any Excluded Liability, and (b) Parent and its Affiliates shall be responsible for, and shall discharge and perform when due or payable, all Excluded Liabilities.