Interim Operations definition

Interim Operations means the period from the date when this Agreement is executed to the Effective Date.
View Source
Interim Operations means the ordinary and necessary operations of the Business during the Interim Period and shall not include any transactions or occurrences outside of the ordinary course of the conduct of the Business; "Interim Period" means the period commencing with the Effective Time and ending on the Closing Date; "Interim Period Tax Burden" means any Taxes allocated to the Interim Period pursuant to this Section 7.8; and "Interim Period Tax Benefit" means any reduction in Taxes realized by Seller or any of its Affiliates as a result of net losses incurred from Interim Operations. For purposes of allocating revenues and expenses for the Interim Period, the parties intend that (a) any expenses for such period that are described as services to be provided by Seller to the Subsidiaries after the Closing under the terms of the Interim Services Agreement shall be calculated using the pricing for such services under the Interim Services Agreement; for example, notwithstanding that the Riverwoods Lease, the Sublease and the Interim Services Agreement are entered into effective as of the Closing Date, expenses for use of the premises under the Riverwoods Lease and the Sublease shall be for the account of the Subsidiaries from the Effective Time and such expenses shall be calculated using the amounts set forth for such services in the Interim Services Agreement, and (b) notwithstanding that the Subsidiaries are, under the terms of Article V, not hiring the Active Employees and are not responsible for certain benefits with respect to Hired Employees until the Closing Date, employee and employee benefit expenses, such as payroll and other costs of employee benefits, of Seller from the Effective Time for Employees who become Hired Employees shall be for the account of the Subsidiaries. In the event either party shall receive revenues of the other, such revenues shall promptly be paid to the other party. In the event one party shall receive invoices for expenses or demands relating to obligations of the other party, such party shall promptly forward such invoices or demands to the other party."
View Source
Interim Operations has the meaning set forth in Section 2(g) below.
View Source

Examples of Interim Operations in a sentence

  • Company Interim Operations 26 6.2 Stockholder Meeting 29 6.3 Acquisition Proposals; Board Recommendation.

  • Section 5.1 Interim Operations Section 6.6(c) D&O Insurance Section 7.1(g) Litigation Matters Section 9.5 ADS Customers This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), is dated as of April 16, 2007, by and among DG FastChannel, Inc., a Delaware corporation (the “Purchaser”), POINT.360, a California corporation (the “Company”), and NEW 360, a California corporation and a wholly-owned subsidiary of the Company (the “PPB Sub”).

  • For a description of the restrictive covenants to which Crescent and SilverBow are subject, see the section entitled “The Merger Agreement— Interim Operations of SilverBow and Crescent” beginning on page 176.

  • If the MRF equipment is not operational, and offsite processing of recyclable materials is still required, then CONTRACTOR will provide the trans- loading serviced to the AUTHORITY as described in the Interim Operations Plan.

  • For the Interim Operations Services for NPK Facilities, the Village shall pay the Company the Interim Service Fees for the NPK Facilities, as set forth in Appendix 6 to this Agreement.

  • The obligations, covenants and representations of Oncor and Oncor Holdings hereunder will not be effective unless and until the Approval Date has occurred, with the exception of the obligations undertaken in (i) Section 2 (Representations and Warranties), (ii) Section 3 (Interim Operations), (iii) Section 5 (Filings; Other Actions; Notification), (iv) Section 11 (Notice of Current Events) and (v) Section 15 (Miscellaneous) which will be effective as of the signing of this Letter Agreement.

  • Section 7.1 Interim Operations of the Seller Section 7.2 Access; Confidentiality.

  • During the Interim Operations Period for the NPK Facilities, the Village will pay the Company on a monthly basis the Interim Service Fee for NPK Facilities, as set forth in Appendix 6 (prorated for the number of remaining days in the month in which the Interim Operations Services occur) until such time as the NPK Wastewater Treatment Plant is decommissioned.

  • Interim Operations of Merger Sub...............................9 Section 3.04.

  • Unless provided to the contrary in this Assignment, Assignee shall have the right to rely upon all of the terms and conditions of the Agreement, including without limitation Article 10 (Representations and Warranties), Article 11 (Interim Operations and Undertakings), Article 13 (Conditions Precedent), Article 14 (Deliveries at Closing), Article 16 (Default), and Article 18 (Indemnification); and with respect thereto, “Buyer” shall mean both ▇▇▇▇▇▇▇ Assignee and Subtenant Assignee.

Related to Interim Operations

  • System Operations means the Power Producer's operation; maintenance and repair of the System performed in accordance the requirement herein.

  • Petroleum Operations means, as the context may require, Exploration Operations, Development Operations or Production Operations or any combination of two or more of such operations, including construction, operation and maintenance of all necessary facilities, plugging and abandonment of ▇▇▇▇▇, safety, environmental protection, transportation, storage, sale or disposition of Petroleum to the Delivery Point, Site Restoration and any or all other incidental operations or activities as may be necessary.

  • Branch operations means any business operations of a branch captive insurance company in this State.

  • Exploration Operations means any operations carried out for or in connection with the exploration for minerals, and includes -

  • Business operations means engaging in commerce in any form, including by acquiring, developing, maintaining, owning, selling, possessing, leasing, or operating equipment, facilities, personnel, products, services, personal property, real property, or any other apparatus of business or commerce.