Filtration Business definition
Examples of Filtration Business in a sentence
Filtration shall deliver or otherwise make available to Cummins a consolidated income statement and balance sheet, or the information required to prepare a consolidated income statement and balance sheet, on a monthly basis for Filtration for such period in the same format and manner, with the same detail, and in the same timeframe, as the Filtration Business delivered or made available such information to Cummins prior to the Effective Date (such practices, the “Financial Delivery Practices”).
Prior to any printing or public release of any Cummins Public Filing, an appropriate executive officer of Filtration shall, if requested by Cummins, certify that, to his or her knowledge or otherwise to the extent required by applicable Law, the information relating to any member of the Filtration Group or the Filtration Business in such Cummins Public Filing is accurate, true, complete and correct in all material respects and does not contain any untrue statement of material fact.
Unless required by Law, Filtration shall not, without Cummins’ prior written consent, publicly release any financial or other information which conflicts with the information with respect to any member of the Filtration Group or the Filtration Business provided by Filtration or that Filtration otherwise has knowledge of that is included in any Cummins Public Filing.
Cummins and Filtration shall cooperate and Filtration shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Cummins or other members of the Cummins Group on behalf of or in favor of any member of the Filtration Group or the Filtration Business (the “Cummins CSIs”) as promptly as practicable with Credit Support Instruments from Filtration or a member of the Filtration Group as of the Effective Time.
Filtration, on behalf of itself and all other members of the Filtration Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Filtration or any member of the Filtration Group or the Filtration Business.
Neither Cummins nor any member of the Cummins Group shall have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the Filtration Group or the Filtration Business after the expiration of any such Credit Support Instrument.
From the date of this Agreement until the Effective Time, Cummins and its Subsidiaries shall be entitled to use, retain or otherwise dispose of all Cash Equivalents generated by the Filtration Business and the Filtration Assets in Cummins’ discretion.
The Parties agree that, upon written request from the other that certain Information relating to the Filtration Business, the Cummins Retained Businesses or the transactions contemplated by this Agreement be retained in connection with an Action, the Parties shall use their respective reasonable best efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.
Any Refundable Amount paid to Cummins or any member of the Cummins Group shall be an Asset of Cummins except that if the original cost to which such Refundable Amount relates was initially charged to the Filtration Business, then such Refundable Amount shall be shared with Filtration in the same proportion as the cost was initially charged to the Filtration Business.