Where a business Sample Clauses

Where a business or part of a business, carried on by a taxable person is transferred to another person as a going concern, the Commissioners may disclose ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
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Related to Where a business

  • 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.

  • Acquired Assets On the terms and subject to the conditions of this Agreement, at the Closing, Seller will sell, assign, convey, transfer and deliver to Buyer, and Buyer will purchase, assume and acquire from Seller, free and clear of all Encumbrances except for Permitted Encumbrances, all of Seller’s right, title and interest in and to the assets used by Seller to carry out its VA Distribution Business in the Transferred Territory as of the Effective Time, except for the assets expressly excluded below or excluded in Section 2.2, including the assets more specifically described below and added after the date hereof pursuant to Section 2.6 (collectively, the “Acquired Assets”): (a) the real property described on Schedule 2.1(a) (including the control buildings and the other buildings and related improvements located thereon) (collectively, the “Owned Real Property”); (b) all of Seller’s Easements in the Transferred Territory that are primarily related to the VA Distribution Business, including the easements listed on Schedule 2.1(b) (including the control buildings and the other buildings and related improvements located thereon) (collectively, the “Transferred Easements”); (c) all of the substations, control buildings, service centers and other buildings, fixtures and improvements located on the Owned Real Property or a Transferred Easement, unless such substation, building, fixture or improvement is (i) used in both Seller’s VA Distribution Business and Seller’s transmission business (a “Shared Location”) and (ii) included on Schedule 2.2(a); Schedule 2.1(c)(1) lists all of the service centers and substations in the Transferred Territory, whether located on Owned Real Property or a Transferred Easement, that are used only in the VA Distribution Business; Schedule 2.1(c)(2) lists all of the Shared Locations in the Transferred Territory; (d) the Distribution Facilities; (e) Buyer’s Shared Equipment; (f) all Inventories, but excluding those Inventories not located at a facility listed on Schedule 2.1(c)(1) or 2.1(c)(2) or deemed to be included as an Acquired Asset pursuant to Section 2.6(c) hereof; (g) except for the Excluded Tangible Personal Property, all other machinery (mobile or otherwise), equipment (including computer and office equipment), tools, furniture and furnishings and other personal property that, in each case, are not classified as inventory under GAAP and that are owned by Seller and used or held for use by Seller primarily in the VA Distribution Business in the Transferred Territory (the “Tangible Personal Property”), provided, that with respect to vehicles and trailers owned by Seller, the Acquired Assets will only include those vehicles and trailers set forth on Schedule 2.1(g); (h) subject to Section 2.5, all rights of Seller as lessee under the leases set forth on Schedule 2.1(h) (the “Equipment Leases”) to the extent relating to equipment or vehicles primarily related to the VA Distribution Business in the Transferred Territory; provided, that with respect to vehicles and trailers subject to an Equipment Lease, only those vehicles and trailers set forth on Schedule 2.1(h); (i) all Contracts in effect as of the date of this Agreement that relate primarily to the VA Distribution Business in the Transferred Territory, including operating agreements, franchise agreements, customer contracts, electrical service agreements, interconnect agreements, interchange agreements, borderline agreements, encroachment agreements, pole-attachment agreements, joint-use agreements, and including any Contracts that relate primarily to the VA Distribution Business in the Transferred Territory that are entered into by Seller after the date of this Agreement in accordance with the terms of Section 7.1, but not including the Power Purchase Agreements except as otherwise provided in Section 7.23 (collectively, the “Transferred Contracts”); (j) all customer lists and customer information databases (including customer load data); vendor lists; operational and performance data for the Acquired Assets, GIS information, books and records; meter reading and service data; operating, safety and maintenance records; warranty information; engineering designs, plans, blueprints and as-built plans and specifications and procedures; system drawings; ledgers, files, documents, studies, reports, creative materials, advertising and promotional materials, and other written, printed or electronic materials, in each case, to the extent primarily related to the VA Distribution Business in the Transferred Territory and in Seller’s possession or in the possession of any third parties within Seller’s reasonable control or influence; (k) all Permits of Seller, including Transferable Permits, that relate primarily to the VA Distribution Business in the Transferred Territory; (l) all unexpired warranties relating to the Acquired Assets; (m) all Accounts Receivable and Unbilled Revenue, together with all rights to enforce, execute on or collect the same, and all rights relating to the Customer Deposits (but not the cash related to such deposits); (n) all claims, causes of action, rights of recovery, rights of set off and rights of recoupment of Seller against third parties to the extent relating to the Assumed Obligations; (o) all Intellectual Property described in Schedule 2.1(o) (the “Acquired Intellectual Property”); (p) rights to CRRs to which Seller is entitled as an LSE for the Transferred Territory pursuant to the PJM Agreements, including (i) all Auction Revenue Rights to which Seller is entitled that are allocable to the Transferred Territory and (ii) all Financial Transmission Rights to which Seller is entitled that are allocable to the Transferred Territory based on the Transferred Territory’s load ratio share of the peak load of Allegheny’s PJM Load Zone pursuant to the PJM Agreements, except to the extent such rights have been assigned by Seller pursuant to the Power Purchase Agreements; (q) rights to serve the existing certified service territory of Seller in the portion of the Commonwealth of Virginia described in Annex A hereto; (r) the Transferring Employee Records, to the extent permitted by Law; (s) the assets deemed to be Acquired Assets pursuant to Sections 2.5 or 2.6; (t) all carbon credits and renewable energy attributes, including renewable energy credits, green tags, carbon emissions reductions and similar attributes, if any, to the extent primarily related to the VA Distribution Business in the Transferred Territory; and (u) the rights and obligations related to Regulatory Assets.

  • Transferred Assets Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), (3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Depositor to enforce such Initial Receivables and Additional Receivables and (4) the Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • 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.

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Trust Business It and each of its Subsidiaries has properly administered all accounts for which it acts as a fiduciary, including but not limited to, accounts for which it serves as trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable laws and regulations. Neither it nor its Subsidiaries, nor has any of their respective directors, officers or employees, committed any breach of trust with respect to any such fiduciary account and the records for each such fiduciary account.

  • Assets Necessary to Business The Purchased Assets include all property and assets (except for the Excluded Assets), tangible and intangible, and all leases, licenses and other agreements, which are necessary to permit Buyer to carry on, or currently used or held for use in, the business of the Restaurant as presently conducted and as conducted immediately prior to the Closing Date.

  • Certain Business Relationships Neither Parent nor any of its affiliates is a party to any Contract with any director, officer or employee of the Company or any Company Subsidiary.

  • Purchased Assets Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser hereby agrees to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The Xxxxx-Xxxxxx Mine and the Golden Xxxxxx Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.