Deferred Business definition

Deferred Business means the Deferred Malaysia Business, the Deferred Saudi Business, the Deferred Bahrain Business or the Deferred Abu Dhabi Business, as applicable.

Deferred Business means those Businesses set forth on Schedule 1.01(f).

Deferred Business means those Businesses set forth on Schedule 1.01(l) and the Additional Businesses. “Deferred Business Equity Interests” means the Equity Interests relating to a Deferred Business. “Deferred Business Transferred Asset” means the Transferred Assets relating to a Deferred Business. “Deferred Business Transferred Entities” means the Transferred Entities relating to a Deferred Business. “Director” means each person who is a director of a Transferred Entity.

Examples of Deferred Business in a sentence

• Following the Closing, no member of the Xxxxxxx Group, Deferred Business or any Emerson Contributed Subsidiary shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the Xxxxxxx Group, on the one hand, and the members of the Newco Group (including the Emerson Contributed Subsidiaries and, following the applicable Deferred Closing, the Deferred Businesses), on the other hand.

• Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Xxxxxxx Group, on the one hand, and any Emerson Contributed Subsidiary or Deferred Business, on the other hand, if not previously terminated, shall be terminated as of the Closing Date without any further action by the parties thereto.

• Seller or the Retained Subsidiaries, as applicable, shall sell, convey, assign, transfer and deliver to Buyer (or such Affiliate of Buyer) at the Closing (or in the case of ClosetMaid China, at the Deferred Closing of the Deferred Business) valid title to such Shares free and clear of any Lien, other than transfer restrictions arising under applicable federal and state securities laws.

• At the Principal Closing or, subject to Section 5.01, Deferred Closing, as applicable, and upon the terms and subject to the conditions of this Agreement, Buyer shall, or shall cause its Affiliates to, assume, timely perform and discharge in accordance with their respective terms all Assumed Liabilities to the extent relating to the Principal Business Transferred Assets or Deferred Business Transferred Assets, as applicable.

• For the avoidance of doubt and notwithstanding the foregoing, the foregoing shall not, in any way, limit or effect Seller’s ability to operate the Deferred Business in accordance with the terms and conditions set forth herein or perform its obligations under the Transition Services Agreement.

More Definitions of Deferred Business

Deferred Business means the part of the Business in respect of which a Deferred Title Holder has Deferred Assets or Deferred Liabilities. For the avoidance of doubt, the portion of the Business conducted by any of the Transferred Companies shall not be part of the Deferred Business in any country.”

Deferred Business shall have the meaning set forth Section 2.5(a).

Deferred Business means the Business listed on Schedule II.

Deferred Business means the Deferred Malaysia Business, the Deferred Saudi Business, the Deferred Bahrain Business or the Deferred Abu Dhabi Business, as applicable. “Deferred Closing” means the Deferred Malaysia Closing, Deferred Saudi Closing, the Deferred Bahrain Closing and Deferred Abu Dhabi Closing, as applicable. “Deferred Closing Conditions” means the Malaysia Conditions, Saudi Conditions, Bahrain Conditions and Abu Dhabi Conditions, as applicable. “Deferred Closing Date” means the date of the Deferred Malaysia Closing, the date of the Deferred Saudi Closing, the date of the Deferred Bahrain Closing or the date of the Deferred Abu Dhabi Closing, as applicable. 3 “Deferred Closing Period Taxes” means, with respect to a Deferred Business, Taxes for the period beginning on the day after the Closing Date and ending on the applicable Deferred Closing Date (the “Deferred Closing Period”) incurred by, or imposed on, such Deferred Business, computed on the basis of apportioning items attributable to each Deferred Business under applicable accounting principles, as if such Deferred Business were a separate legal entity, solely during the Deferred Closing Period that was not part of any Combined Group (as defined in the Tax Matters Agreement) with any Emerson Retained Subsidiary as follows: a. with respect to Taxes that are based on or measured by income, sales, use, receipts, or other similar items, the amount of such Taxes attributable to the Deferred Closing Period shall be determined based

Deferred Business means a Deferred Retained Business or a Deferred Target Business, as applicable.

Deferred Business means those Businesses set forth on Schedule 1.01(l) and the Additional Businesses.

Deferred Business means the Business listed on Schedule II .