OEG Business definition
Examples of OEG Business in a sentence
The Systems operate and perform in all material respects in accordance with their documentation and functional specifications and in a manner that permits the Company and the OEG Subsidiaries to conduct the OEG Business.
The tangible assets used in the OEG Business are in operable condition and repair (ordinary wear and tear excepted) in all material respects and are usable in the ordinary course of business consistent with past practice.
Except as set forth on Section 3.14(b) of the Company Disclosure Letter: (1) neither the Company nor any OEG Subsidiary has granted to any Person or authorized any Person to retain any rights in any Company-Owned Intellectual Property; and (2) the Company-Owned Intellectual Property and the Inbound IP-Licenses constitute all of the Intellectual Property Used, held for Use in or otherwise necessary to the conduct of the OEG Business as currently conducted.
Neither Ultimate Parent nor any of its Subsidiaries has received written notice from any Governmental Body that the Real Property or its current use, occupancy or operation by the Company or the applicable OEG Subsidiary or the OEG Business is in material breach or material violation of, or default under, any applicable building, zoning, subdivision or other land use or similar Legal Requirement which has not been remedied.
Except as set forth in Section 3.13(b) of the Company Disclosure Letter, none of the assets of the Company, any OEG Subsidiary, nor any of their ERISA Affiliates are subject to any Lien imposed under Section 303(k) of ERISA or Section 430(k) of the Code by reason of a failure to make timely installments or other payments required under Section 412 of the Code that has resulted or could reasonably be expected to result in, individually or in the aggregate, material liability to the OEG Business.
No Order has been issued by any court or other Governmental Body against the Company or any OEG Subsidiary or with respect to the OEG Business, including any Order purporting to enjoin, delay or restrain the execution, delivery or performance by the Company or the OEG Subsidiaries of this Agreement, except as has not had, and would not reasonably be expected to be, individually or in the aggregate, material to the OEG Business.
Each parcel of Owned Real Property abuts on, and has direct vehicular access to, a public road, or has access to a public road via an easement benefiting the parcel of Owned Real Property so as to permit customary vehicular and pedestrian ingress, egress and access to such parcel of Owned Real Property, in each case, to the extent necessary for the conduct of the OEG Business.
Ultimate Parent and certain direct and indirect Subsidiaries of Ultimate Parent have entered into that certain Agreement and Plan of Reorganization, dated as of December 27, 2021, pursuant to which Ultimate Parent, among other things, reorganized the corporate structure of the Company such that as of the date hereof, the OEG Subsidiaries are engaged in the OEG Business and not any other business of Ultimate Parent (the “Reorganization”).
There are no pending Proceedings by a Governmental Body pertaining to Ultimate Parent’s or its Subsidiaries’ non-compliance with, or violation of, any such Legal Requirements with respect to the Company or the OEG Business, except as would not reasonably be expected to be material to the OEG Business.
The Company and the OEG Subsidiaries have good and valid title, free and clear of all Liens (other than Permitted Liens or as a result of the Financing Agreements), to (or a valid contractual right to use or possess) all of the material assets (including Intellectual Property) (a) reflected on the Most Recent Balance Sheet or (b) used or held for use in the conduct of the OEG Business.