ELV Business definition
Examples of ELV Business in a sentence
Except as set forth in Schedule C.18 and except as has not had, and could not reasonably be expected to have, a Material Adverse Effect on Boeing’s ELV Business, Boeing (or an Affiliated Transferor) has provided all test and inspection results to the U.S. Government pursuant to any such Government Contract as required by Applicable Law and the terms of the applicable Government Contracts.
In furtherance of the foregoing, the Parties agree (i) to use reasonable commercial efforts to arrange for the provision by the Company of substitute Financial Support Arrangements on terms and conditions reasonably satisfactory to the beneficiaries thereof on the Closing Date, and (ii) to provide financial information concerning the Company and each Member’s ELV Business reasonably requested by those Persons for whose benefit the Financial Support Arrangements were made.
Each of Boeing and each of its Affiliated Transferors is a corporation duly incorporated, validly existing and in good standing under the laws of the state or jurisdiction of its incorporation and has all corporate power and authority required to carry on Boeing’s ELV Business as now conducted.
Except to the extent prohibited by Applicable Law, Schedule B.24 sets forth with respect to the Lockheed ▇▇▇▇▇▇ Contributed Assets or Lockheed ▇▇▇▇▇▇’▇ ELV Business, any and all facility security clearances held by Lockheed ▇▇▇▇▇▇ and its Subsidiaries.
Schedule B.23 sets forth a complete and correct list of all material insurance policies (other than title insurance policies) currently in force with respect to Lockheed ▇▇▇▇▇▇ or any of its Subsidiaries exclusively relating to Lockheed ▇▇▇▇▇▇’▇ ELV Business, including a description of whether such policies are “claims made” or “occurrence based” policies.
In the event of the occurrence of one or more events constituting a MAE Exception, the Parties shall cooperate in good faith to minimize the impact of such MAE Exception on the Company and the ELV Business to be performed by the Company after the Closing Date.
Lockheed ▇▇▇▇▇▇ is not a party to any tax allocation or tax-sharing agreement with respect to Lockheed ▇▇▇▇▇▇’▇ ELV Business.
Boeing is not a party to any tax allocation or tax-sharing agreement with respect to Boeing’s ELV Business.
All of the Contracts constituting the backlog of Boeing or any of its Subsidiaries as it relates to Boeing’s ELV Business were entered into in the ordinary course of business and based upon assumptions believed by the management of Boeing’s ELV Business to be reasonable.
The Company shall timely prepare and, with the prior written consent of the Members (which consent shall not be unreasonably withheld or delayed), file all Non-Income Tax Returns with respect to the Contributed Assets or the ELV Business for any Tax period beginning before and ending after the Closing Date (a “Straddle Period”).