Divestment Business Undertaking definition

Divestment Business Undertaking means the business, undertaking, activities, operations and properties, of whatsoever nature and kind and wheresoever situated, in each case, forming part of or necessary or advisable for the conduct of, or the activities or operations of, the IGF Business, as a going concern, and includes without limitation:
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Examples of Divestment Business Undertaking in a sentence

  • Any liabilities on account of income-tax in relation to the Transferor Company in relation to the Divestment Business Undertaking and pertaining to the period prior to the Appointed Date, including all or any liability/ refunds/ credits/claims pertaining to the period before the Appointed Date shall be treated as liability/refunds/cred its/claims of the Transferor Company.

  • Unless otherwise agreed between the Parties or consented to by the Transferee Company, the Transferor Company shall, unless prohibited by Applicable Law, carry on the Divestment Business Undertaking as a going concern in all material respects in the Ordinary Course as carried on immediately prior to the Reference Date.

  • It is clarified that any economic, financial, technical and operational responsibility and all related costs and expenses (direct and incurred), liabilities and taxes in connection with the Divestment Business Undertaking, shall rest and be borne entirely and exclusively by Transferee Company after Effective Date.

  • Upon effectiveness of the Scheme, all Taxes paid or payable by the Transferor Company in respect of the operations and/or the profits of the Divestment Business Undertaking on and from the Appointed Date, shall be on account of the Transferee Company.

  • The Parties shall bear their respective taxes in respect of the transfer of Divestment Business Undertaking in accordance with this Scheme and the transactions hereby contemplated.

  • The Transferee Company will also file relevant intimations in respect of the Divestment Business Undertaking with the statutory authorities concerned who shall take the same on record and substitute the name of the Transferee Company for the Transferor Company.

  • Purchaser also reserves the right to blacklist a bidder for a suitable period in case he fails to honour his bid without sufficient grounds.

  • In the event that any part of the Divestment Business Undertaking intended to the transferred under this Scheme does not get transferred on the Effective Date, the Parties undertake to take all necessary steps, and execute all necessary documents, to ensure the implementation of the transfer of such part of the Divestment Business Undertaking, without any further consideration to the Transferor Company.

  • The Transferor Company shall account for the transfer and vesting of the Divestment Business Undertaking by de-recognizing the carrying values of the Divestment Assets and Divestment Liabilities, which have ceased to be the assets and liabilities of the Transferor Company, in accordance with applicable accounting standards.

  • Upon effectiveness of the Scheme, the payment of any Tax, whether by way of deduction at source (including foreign tax credit), advance tax, self assessment tax, minimum alternate tax, or otherwise howsoever, by the Transferor Company in respect of the activities or operations of the Divestment Business Undertaking on and from the Appointed Date, shall be deemed to have been paid by the Transferee Company, and shall in all proceedings, be dealt with accordingly.

Related to Divestment Business Undertaking

  • Approved Manager’s Undertaking means, in relation to each Ship, a letter of undertaking executed by the Approved Manager in favour of the Security Trustee in the Agreed Form agreeing certain matters in relation to the Approved Manager serving as the manager of that Ship and subordinating the rights of the Approved Manager against such Ship and the relevant Borrower to the rights of the Security Trustee under the Finance Documents;

  • collective investment undertaking or ‘CIU’ means a UCITS as defined in Article 1(2) of Directive 2009/65/EC of the European Parliament and of the Council (2) or an alternative investment fund (AIF) as defined in point (a) of Article 4(1) of Directive 2011/61/EU of the European Parliament and of the Council (3);‌

  • ancillary services undertaking means an undertaking the principal activity of which consists in owning or managing property, managing data-processing services, or any other similar activity which is ancillary to the principal activity of one or more credit institutions;

  • group undertaking means the Company or another undertaking in the group;

  • L/C Undertaking has the meaning set forth in Section 2.12(a).

  • Manager’s Undertaking means, in relation to a Ship, the letter of undertaking from its Approved Technical Manager and the letter of undertaking from its Approved Commercial Manager subordinating the rights of such Approved Technical Manager and such Approved Commercial Manager respectively against that Ship and the relevant Borrower to the rights of the Finance Parties in agreed form.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • railway undertaking means any public or private undertaking licensed according to this Directive, the principal business of which is to provide services for the transport of goods and/or passengers by rail with a requirement that the undertaking ensure traction; this also includes undertakings which provide traction only;

  • financial undertaking means any of the following entities:

  • Separate Business means each of the activities of the Licensee connected

  • Assets Under Management means, as of any specified date, the value of all Assets owned by the Partnership (the value to be determined as provided in this Agreement), including contributions requested and due from Partners and uncalled amounts of Commitments that are included in the Partnership’s regulatory capital (as such term is used in the SBIC Act), less the amount of any liabilities of the Partnership, determined in accordance with generally accepted accounting principles, consistently applied.

  • subsidiary undertaking means an undertaking controlled by a parent undertaking, including any subsidiary undertaking of an ultimate parent undertaking;

  • Standard Receivables Undertakings means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which are customary in a Qualified Receivables Transaction, including, without limitation, those relating to the servicing of the assets of a Receivables Entity, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Receivables Undertaking.

  • public undertaking means any undertaking over which the public sector bodies may exercise directly or indirectly a dominant influence by virtue of their ownership of it, their financial participation therein, or the rules which govern it; for the purpose of this definition, a dominant influence on the part of the public sector bodies shall be presumed in any of the following cases in which those bodies, directly or indirectly:

  • parent undertaking means a parent undertaking as defined in point (15)(a) of Article 4(1) of Regulation (EU) No 575/2013;

  • Permitted Intercompany Activities means any transactions between or among the Borrower and its Restricted Subsidiaries that are entered into in the ordinary course of business of the Borrower and its Restricted Subsidiaries and, in the good faith judgment of the Borrower are necessary or advisable in connection with the ownership or operation of the business of the Borrower and its Restricted Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance and hedging arrangements and (ii) management, technology and licensing arrangements.

  • Manager’s Undertakings means any or all of them;

  • investment services and activities means any of the services and activities listed in Section A of Annex I relating to any of the instruments listed in Section C of Annex I;

  • banking business means the business of accepting deposits withdrawable or repayable on demand or after a fixed period or after notice and the employment of those deposits, in whole or in part, by lending or any other means for the account and at the risk of the person accepting the deposits;

  • Veteran-owned Small Business Enterprise (VSBE) means A business that is verified by the Center for Verification and Evaluation (CVE) of the United States Department of Veterans Affairs as a veteran-owned small business. See Code of Maryland Regulations (COMAR) 21.11.13.

  • Financial Services Business for purposes of this Unit Agreement shall mean the business of banking, including deposit, credit, trust and investment services, mortgage banking, asset management, and brokerage and investment banking services. (C) The term "Managerial Responsibilities" for purposes of this Unit Agreement shall mean managerial and supervisory responsibilities and duties that are substantially the same as that Grantee is performing for SunTrust or a SunTrust Affiliate on the date of this Unit Agreement. (D) The term "SunTrust Affiliate" for purposes of this Unit Agreement shall mean any corporation which is a subsidiary corporation (within the meaning of §424(f) of the Code) of SunTrust except a corporation which has subsidiary corporation status under §424(f) of the Code exclusively as a result of SunTrust or a SunTrust Affiliate holding stock in such corporation as a fiduciary with respect to any trust, estate, conservatorship, guardianship or agency. (E) The term "Territory" for purposes of this Unit Agreement shall mean the states of Alabama, Florida, Georgia, Maryland, North Carolina, South Carolina, Tennessee, Virginia, and the District of Columbia, which are the states and Territories in which SunTrust has significant operations on the date of this Unit Agreement. (F) "Trade Secret" for purposes of Unit Agreement shall mean information, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from it is disclosure or use, and (ii) is the subject of reasonable efforts by SunTrust or a SunTrust Affiliate to maintain its secrecy.

  • Eligible business means a business located within the counties of Cook, DuPage, Kane, Lake, McHenry or Will in the State of Illinois (the “Six County Region”), and as to which: (1) a majority of the business' fleet is located and used within the Six County Region; and (2) a majority of those vehicles located and used within the Six County Region are alternatively powered vehicles.

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

  • Subject Business means the policy or policies that are the subject of the Insurance Business Transfer Plan.

  • minority business enterprise means any small contractor or supplier of materials fifty-one percent or more of the capital stock, if any, or assets of which is owned by a person or persons: (1) who are active in the daily affairs of the enterprise, (2) who have the power to direct the management and policies of the enterprise, and (3) who are members of a minority, as such term is defined in subsection (a) of Connecticut General Statutes § 32-9n; and

  • Disclosure Undertaking means the Issuer’s master undertaking to provide ongoing disclosure relating to certain obligations contained in the SEC Rule in connection with the general obligation notes of the Issuer issued after February 27, 2019, as implemented by Ordinance Number 50-933 of the Issuer.