New Xxxxxx Businesses definition

New Xxxxxx Businesses any business or operation of the Company and its subsidiaries which is, pursuant to the Distribution Agreement, to be conducted, following the Distribution, by New Xxxxxx or any New Xxxxxx Subsidiary, including the Corporate Operations (as defined in the Distribution Agreement) or any business or operation which is, following the Distribution, otherwise conducted by New Xxxxxx or any New Xxxxxx Subsidiary.
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New Xxxxxx Businesses all assets, businesses and operations of the Company other than those included in the Safety Business, including without limitation the New Xxxxxx Assets and the businesses and operations of the Adhesives & Chemical Specialties Group, the Coatings Group, the Electronic Materials Group, the Salt Group and the Corporate Operations, as heretofore, currently or hereafter conducted, including without limitation the businesses listed on Schedule 1.01(e) and all assets, businesses or operations managed or operated by, or otherwise operationally related to, any of such businesses, which have been sold or otherwise disposed of or discontinued prior to the Distribution Date but which shall not include the Safety Business. New Xxxxxx By-Laws: the By-Laws of New Xxxxxx, substantially in the form of Exhibit B, to be in effect on the Distribution Date.
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New Xxxxxx Businesses any business or operation of the Company and its subsidiaries which is, pursuant to the Dis- tribution Agreement, to be conducted, following the Distribu- tion, by New Xxxxxx or any New Xxxxxx Subsidiary, including the Corporate Operations (as defined in the Distribution Agreement) or any business or operation which is, following the Distribu- tion, otherwise conducted by New Xxxxxx or any New Xxxxxx Sub-
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Examples of New Xxxxxx Businesses in a sentence

  • Unless otherwise provided in this Agreement, the New Xxxxxx Group shall pay all Taxes and shall be entitled to receive and retain all refunds of Taxes with respect to periods beginning after the Distribution Date which are attributable to New Xxxxxx Businesses.

  • All Tax Returns for periods beginning after the Distribution Date shall be the responsibility of the New Xxxxxx Group if such Tax Returns relate solely to New Xxxxxx Businesses, and all other Tax Returns shall be the responsibility of the Company.

  • All agreements, contracts, arrangements and commitments between the New Xxxxxx Businesses, on the one hand, and the Safety Business, on the other hand, entered into prior to the Distribution Date for the purchase or sale of goods or services ("Intercompany Arrangements"), which intercompany arrangements shall be subject to the reasonable approval of a senior executive of the Safety Business, shall remain in effect on and after the Closing Date.

  • Such obligations shall be binding upon the successors and assigns of the Safety Business or the New Xxxxxx Businesses, as the case may be, and upon any transferee of all or substantially all of the assets (in one transaction or a series of related transactions) of the Safety Business or the New Xxxxxx Businesses, which transferee shall assume in writing such obligations.

  • For purposes of this Section 2.01(f), the parties contemplate that the Safety Business and the New Xxxxxx Businesses, including but not limited to the administration of accounts payable and accounts receivable, will be conducted in the normal course.

  • Safety shall arrange as soon as practicable following the Distribution Date for the transportation to New Xxxxxx of existing corporate records in its possession primarily relating to the New Xxxxxx Businesses, except to the extent such items are already in the possession of New Xxxxxx or a New Xxxxxx Subsidiary or located at the Company's present principal executive offices or on premises included in the New Xxxxxx Assets.

  • Subject to Sections 2.01(c) and 2.10 of this Agreement, on or before the Distribution Date, the Company shall cause all intercompany indebtedness (which shall include payables and receivables but which shall not include unbilled amounts under Intercompany Arrangements) between the New Xxxxxx Businesses, on the one hand, and the Safety Business, on the other hand, to be settled or otherwise eliminated.

  • All agreements, con- tracts, arrangements and commitments between the New Xxxxxx Businesses, on the one hand, and the Safety Business, on the other hand, entered into prior to the Distribution Date for the purchase or sale of goods or services ("Intercompany Arrange- ments"), which intercompany arrangements shall be subject to the reasonable approval of a senior executive of the Safety Business, shall remain in effect on and after the Closing Date.

  • Such obligations shall be binding upon the successors and assigns of the Safety Business or the New Xxxxxx Businesses, as the case may be, and upon any transferee of all or substantially all of the assets (in one transaction or a series of related transac- tions) of the Safety Business or the New Xxxxxx Businesses, which transferee shall assume in writing such obligations.

  • For pur- poses of this Section 2.01(f), the parties contemplate that the Safety Business and the New Xxxxxx Businesses, including but not limited to the administration of accounts payable and ac- counts receivable, will be conducted in the normal course.

Related to New Xxxxxx Businesses

  • Retained Businesses means all businesses now, previously or hereafter conducted by Parent, the Sellers or any of their Subsidiaries or Affiliates, other than the Business.

  • Excluded Businesses means Business types which are excluded from application for an Inter-Community Business Licence and includes those Business types referred to in Schedule “A”.

  • business vertical means a distinguishable component of an enterprise that is engaged in the supply of individual goods or services or a group of related goods or services which is subject to risks and returns that are different from those of the other business verticals.

  • Businesses means, at any time, a collective reference to the businesses operated by the Borrower and its Subsidiaries at such time.

  • Licensed Business means the activities connected with the conveyance of

  • Cannabis business means any business activity involving cannabis, including but not limited to cultivating, transporting, distributing, manufacturing, compounding, converting, processing, preparing, storing, packaging, delivering, testing, dispensing, retailing and wholesaling of cannabis, of cannabis products or of ancillary products and accessories, whether or not carried on for gain or profit.

  • Micro Business means a company which either:

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Company Business means the business of the Company and its Subsidiaries as presently conducted.

  • Generation Business means the licensed business (if any) of the Licenseeand any affiliate or related undertaking of the Licensee in the generation of electricity or the provision of Ancillary Services;

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

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Supply Business means the licensed business of the Licensee and anyaffiliate or related undertaking of the Licensee as a Supplier but shall not include the business carried out by the Board in its capacity as public electricity supplier;

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Alarm business means the business by any individual, partnership, corporation, or other entity of selling, leasing, maintaining, servicing, repairing, altering, replacing, moving or installing any alarm system or causing to be sold, leased, maintained, serviced, repaired, altered, replaced, moved or installed any alarm system in or on any building, structure or facility.

  • Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—

  • Business Week means five consecutive Business Days, excluding Public Holidays as defined in the Public Holidays Act;

  • Ohio Business Gateway means the online computer network system, created under section 125.30 of the Ohio Revised Code, that allows persons to electronically file business reply forms with state agencies and includes any successor electronic filing and payment system.

  • Consolidated Businesses means the General Partner, the Borrower and their wholly-owned Subsidiaries.

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

  • Excluded Business has the meaning set forth in Section 6.10.

  • Permitted Businesses means the business of owning, leasing and managing gasoline stations, convenience store properties and other retail real properties (including, for the avoidance of doubt, quick service or other casual restaurants and auto service and auto parts stores), and any other single-tenant net lease business, and business activities reasonably related to the foregoing (including the creation or acquisition of any interest in any Subsidiary (or entity that following such creation or acquisition would be a Subsidiary) for the purpose of conducting the foregoing activities), in each case that are permitted for real estate investment trusts under the Code.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Authorized business means 1 of the following:

  • Branch business means any insurance business transacted by a branch captive insurance company in this State.

  • 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.