CP&P Business definition
Examples of CP&P Business in a sentence
As set forth in Section 7.4, LOL shall offer employment to Agriliance’s employees principally engaged in the CPP Business along with certain employees in shared services (such as Finance, IS, HR), a current list of such employees is attached hereto as Schedule 7.2 (“CPP Employees”).
These objectives will be met by causing a distribution of the CN Business Assets (as defined hereinafter) to CHS, as directed by UCB, and a distribution of the CPP Business Assets (as defined hereinafter) to WS, as directed by LOL, all in accordance with the provisions set forth herein.
UCB and LOL intend that after the retirement of the Bank Debt and payment by LOL to CHS described in Section 2.1, the completion of the distribution of the CN Business Assets to UCB and the CPP Business Assets to WS, and the true-up procedures referenced herein, each of them shall maintain their fifty percent governance and financial interests in Agriliance.
LOL and WS, jointly and severally, will indemnify Agriliance, CHS and/or UCB, and their respective officers, directors, and employees, and hold them harmless against any Loss to the extent arising from the conduct of business by WS of the CPP Business Assets after the Effective Time, or to the extent arising from the CPP Obligations.
For purposes of allocating responsibility for ordinary income gained and ordinary expenses incurred from the conduct of the CN Business and the CPP Business in the ordinary course, and except as otherwise provided for herein, the parties agree that such responsibility shall be treated as if the distribution occurred as of September 1, 2007.
The actual value attributed to the CN Business Assets and the CPP Business Assets will be based on the August 31, 2007 audited balance sheet of Agriliance (the “Final Balance Sheet”); with adjustments made to inventory valuations as set forth in Section 6.3, and with adjustments made for supplier rebates as set forth in Section 6.4 and with adjustments made for prepays for CPP and CN product by Agriliance retail facilities allocated to WS and CHS.
Further, the parties recognize and agree that the value attributed to the CPP Business Assets exceeds the value attributed to the CN Business Assets.
All utility charges, including gas, oil, electricity, telephone, sewer and water, pertaining to the CN Business Assets or the CPP Business Assets, shall be prorated between Agriliance and the respective recipient as of the Effective Time.
After the Closing, upon reasonable notice, the parties agree to furnish or cause to be furnished to each other and their representatives, employees, counsel and accountants access, during normal business hours, to such information (including records pertinent to the CPP Business) and assistance relating to the CPP Business as are reasonably necessary for financial reporting and accounting matters, the preparation and filing of any tax returns, reports or forms or the defense of any tax claim or assessment.
It is the intention of Buyer, MITSUI and NTTCOM that these covenants of each Seller shall inure to the benefit of any Person that may succeed to the CPP Business (as acquired by Buyer under this Agreement) with the same force and effect as if these covenants were made directly with such successor.