DPC Business definition
Examples of DPC Business in a sentence
The parties hereto agree that neither DuPont nor any of the Retained Subsidiaries will have any obligation to renew any letters of credit issued on behalf of any Transferred DPC Company (or any Subsidiary thereof), any Joint Venture or the DPC Business after the expiration of any such letter of credit.
Except when a longer retention period is otherwise required by Law or agreed to in writing, including as set forth in Section 6.8, DuPont and the Transferred DPC Companies and their respective Subsidiaries shall retain, in accordance with their respective records control schedule policy existing from time to time, all Information relating to the DPC Business and the Excluded Businesses, respectively.
Buyer further covenants and agrees not to seek to assert or to exercise any rights or claims of any Transferred DPC Company or any Subsidiary of a Transferred DPC Company or the DPC Business under or in respect of any past or current insurance policy under which any Transferred DPC Company or Affiliate thereof or the DPC Business is a named insured.
The parties hereto agree that upon written request from the other that certain Information relating to the DPC Business or the transactions contemplated hereby be retained in connection with an Action, the parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting party.
The Accounting Firm shall be given reasonable access to all relevant records of the DPC Business to calculate the Closing Adjustment Amounts.
The parties shall reasonably determine the membership of the Planning Committee, provided that the Planning Committee shall include member representatives from DuPont, the DPC Business and the Buyer.
The parties acknowledge and agree that the services to be provided under the Services Agreements (other than the Site Services Agreements) are intended to facilitate the transition of the DPC Business to an independent entity on a basis consistent with the Day One Operating Model (as defined in the IT Administrative Services Agreement).
For purposes of the calculation of Net Working Capital of the DPC Business, the Cash Amount and the Indebtedness Amount, all DPC Shares, Transferred DPC Joint Venture Interests and DPC Assets shall be deemed to have been conveyed as of the Effective Time (regardless of any delayed transfer pursuant to Section 5.18 or Section 5.19) and shall be included, to the extent applicable, in the calculation of the Final Adjustment Amounts.
From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Transferred DPC Companies and their Subsidiaries and the DPC Business.
At the Closing, Buyer agrees to take over and assume all the known and incurred but not reported claims of the Transferred DPC Companies and their Subsidiaries and the DPC Business that are not Retained Liabilities, which have been incurred as of the Closing Date, and Buyer agrees to be responsible to pay such claims until they are finally settled and disclosed.