ORC Business definition

ORC Business means the businesses, assets and liabilities of, or directly related to, ORC Technologies, Inc., ORC Caribe, Optical Radiation Foreign Sales Corporation, Voltarc Technologies, Inc. ("Voltarc"), including the businesses, assets and liabilities of ILC, and including all assets and liabilities included in BEC's pro forma balance sheet included in Schedule 2.6 to the Merger Agreement; provided, that "ORC Business" shall not include any items or matters identified in Schedule A or Schedule B to the Contribution Agreement.
View Source

Examples of ORC Business in a sentence

  • If Bolle or any of its Subsidiaries has a current year loss or credit, computed on a stand-alone basis, in the tax period in which the Spinoff occurs which reduces the Tax liability for such period attributable to the ORC Business for which BEC is liable hereunder, the Indemnifying Parties' liability for Taxes under this Section shall be reduced by the amount by which the Tax liability for such period attributable to the ORC Business is reduced by such losses or credits.

  • The Indemnifying Parties agree not to take or cause or permit any of their Subsidiaries to take any action that is inconsistent with the prior practices of BEC in connection with any tax return, audit, or judicial or administrative proceeding, including, without limitation, the making or rescinding of any election, which would have an effect of increasing the Tax liability or reducing the Tax assets of the Indemnified Parties or the ORC Business, without the prior written consent of BEC.

  • When used in connection with BEC or any of its Subsidiaries, the term "Material Adverse Effect" means any change in or effect that, when taken together with all other adverse changes and effects, on the ORC Business that is, or is reasonably likely to be, materially adverse to the business, results of operations or condition (financial or otherwise), liabilities or regulatory status of BEC and its Subsidiaries taken as a whole.