PV Business Shut-Down Sample Clauses

PV Business Shut-Down. Corning Hungary, Corning Buyer (to the extent and after the Minority Purchase or the New SCP Subscription Transaction has occurred) and SDC (only up to the Closing) shall cause SCP to, and SCP shall, use reasonable best efforts to shut down its existing photovoltaic glass business (the “PV Business”) within one (1) year following the Agreement Date and, no later than one (1) year after the general completion of such shut-down of the PV Business, use reasonable best efforts to dissolve the PV Entity as soon as practicable (unless SDC consents to doing otherwise, as further described herein); provided that the Parties will seek to implement such shutdown and dissolution in good faith in a cost efficient manner, including with respect to Taxes which may be imposed with respect to or as a result of such shutdown and/or dissolution. After the Closing, Corning Hungary and Corning Buyer shall cause SCP to, and SCP shall continue to use reasonable best efforts to shut down the PV Business. At any time after the Closing Date until the completion of the dissolution of the PV Entity, Corning Parties shall, and shall cause the PV Entity to, use reasonable best efforts to consult with and to keep SDC reasonably informed, on a monthly basis, of the progress and actions taken and planned to be taken in respect to the shutdown of the PV Business (and the related production and sales operations) and the dissolution of the PV Entity and matters related thereto (including any governmental, legal, tax, contractual, employee and other issues) and use reasonable best efforts to provide SDC and its Representatives with reasonable access to the books and records, facilities and employees of SCP and the PV Entity in order to facilitate the foregoing.
Sample 1
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Related to PV Business Shut-Down

  • Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

  • Disaster Recovery and Business Continuity Company has developed and implemented a contingency planning program to evaluate the effect of significant events that may adversely affect the customers, assets, or employees of Company and Company Bank. To Company’s Knowledge, such program ensures that Company can recover its mission critical functions, and complies in all material respects with the requirements of the FFIEC and the FDIC.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Business; etc The Borrower will not, and will not permit any of the Restricted Subsidiaries to, engage directly or indirectly in any business other than the businesses engaged in by the Borrower and the Restricted Subsidiaries as of the Closing Date and reasonable extensions and developments thereof and businesses reasonably similar, ancillary or complimentary thereto.

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Mortgage Banking Business Except as has not had and would not reasonably be expected to have a Material Adverse Effect:

  • Insurance Business All insurance policies issued by any Regulated Insurance Company are, to the extent required under applicable law, on forms approved by the insurance regulatory authorities of the jurisdictions where issued or have been filed with and not objected to by such authorities within the period for objection, except for those forms with respect to which a failure to obtain such approval or make such a filing without it being objected to, either individually or in the aggregate, has not had, and could not reasonably be expected to have, a Material Adverse Effect.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Tax Reclamation Services May be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim. Out of Pocket Expenses § Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. § A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate. § SWIFT reporting and message fees.

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