Examples of Xxxxxxx Businesses in a sentence
All Tax Returns for periods beginning after the Distribution Date shall be the responsibility of the Xxxxxxx Group if such Tax Returns relate to Xxxxxxx Businesses, and shall be the responsibility of the Hussmann Group if such Tax Returns relate to Hussmann Businesses.
All Tax Returns for periods beginning after the Distribution Date shall be the responsibility of the Xxxxxxx Group if such Tax Returns relate to Xxxxxxx Businesses, and shall be the responsibility of the Midas Group if such Tax Returns relate to Midas Businesses.
The allocation of any such Foreign Taxes between or among the Xxxxxxx Businesses, the Battery Business, any Former Xxxxxxx Businesses or any Former Battery Businesses of a Joint Foreign Affiliate shall be determined in accordance with the books and records of Xxxxxxx, any Xxxxxxx Foreign Affiliate and any Joint Foreign Affiliate, as may be appropriate, as though the Battery Business or Former Battery Business were deemed to have been conducted as the sole business of such Joint Foreign Affiliate.
Subject to compliance with the terms of Section 2(a) herein, the parties agree that the Xxxxxxx Businesses and the Seller Target Investments are outside the scope of the Company’s sphere of business and therefore shall not be deemed to be a corporate opportunity of the Company.
Except as disclosed on Schedule 4.6, ------------ ------------ to the knowledge of the Sellers, the Sellers have operated the Xxxxxxx Businesses, and the Benchmark Sub and the Wincup Sub have operated, in compliance with all of the terms and conditions set forth in such Environmental Permits.
Schedule 4.15 sets forth (i) a list of all of ------------- the Intellectual Property used or held for use in connection with the Xxxxxxx Businesses which each Seller, the Benchmark Sub and the Wincup Sub owns and (ii) a list of all of the Intellectual Property used or held for use in connection with the Xxxxxxx Businesses which each Seller, the Benchmark Sub and the Wincup Sub does not own but has the right to use.
Each Seller is duly qualified and in good standing to do business in each jurisdiction in which the business of the Xxxxxxx Businesses makes such qualification necessary except where failure to so qualify has no material adverse effect on such Seller's financial condition or the conduct of the Xxxxxxx Businesses.
Schedule 4.13 sets forth a complete list of each lease into ------------- which each Seller, the Benchmark Sub or the Wincup Sub has entered, whether as lessor or lessee, on behalf of the Xxxxxxx Businesses, the Benchmark Sub or the Wincup Sub which relates to either real or personal property, other than monthly leases of personal property which may be cancelled upon not more than 60 days notice and require the payment of not more than $100 per month.
Except as disclosed on Schedule 4.7, the Sellers have ------------ operated the business of the Xxxxxxx Businesses, in compliance with all of the terms and conditions set forth in such Licenses and Permits.
The allocation of any such Foreign Taxes among the Xxxxxxx Businesses and the Agribusiness, the Former Xxxxxxx Business, or any Former Agribusiness conducted by a single Xxxxxxx Foreign Affiliate shall be in accordance with the books and records of Xxxxxxx and the Xxxxxxx Foreign Affiliate, as though the Agribusiness or Former Agribusiness were deemed to have been conducted as the sole business of a single Foreign Affiliate.