Post Business definition
Examples of Post Business in a sentence
After the Effective Time, the Post Parties shall own all Information, including all trade secrets, and all copyrights in any tangible expressions thereof, then in the possession or under the control of the Ralcorp Parties or the Post Parties, relating primarily to the Post Business.
Subject to the other provisions of this Agreement, Ralcorp shall use commercially reasonable efforts to maintain in full force and effect the Shared Policies to the extent that such policies apply to the Post Business.
All other information in the Form 10 Registration Statement, the Information Statement, any Notes Offering Memorandum, the Stock Options Registration Statement (or related prospectus forming a part thereof) and any other registration statement filed by Post (or related prospectus forming a part thereof) shall be deemed supplied by the Post Business or the Post Indemnified Parties.
In the event that at any time and from time to time after the Effective Time, any Ralcorp Party shall receive from a Third Party an asset of the Post Business (including any remittances from account debtors in respect of the Post Business), such Ralcorp Party shall promptly transfer such asset to the appropriate Post Party.
Prior to the Distribution, the Parties shall cooperate in effecting, and if so requested by the other Party, shall ratify any actions which are reasonably necessary or desirable to be taken by Post to effectuate the transactions referenced in or contemplated by this Agreement in a manner consistent with the terms hereof, including the preparation and implementation of appropriate plans, agreements and arrangements for employees of the Post Business and non-employee members of Post’s Board of Directors.
If Post reasonably determines that additional transition services (not listed in the Services Letter) of the type previously provided by the Ralcorp Parties to the Post Business are necessary to conduct the Post Business and Post or its Subsidiaries are not able to provide such services to the Post Business, then Post may provide written notice thereof to Ralcorp.
Notwithstanding anything to the contrary hereunder, Ralcorp shall use efforts of a type, intensity and duration which, taking into account the type of Services and the significance of such Services to the Post Business, represent a reasonably appropriate response to such disability, but in any event no less than commercially reasonable efforts.
Any office space in such buildings currently used by the Seller that is not part of the Post Business will be segregated and demised in a manner reasonably acceptable to the parties, at the Seller’s expense.
Each of the Post Subsidiaries and their respective subsidiaries is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the conduct or nature of the Post Business or the ownership, leasing or holding of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect.
From December 31, 2012 to the date of this Agreement, the Post Business has been conducted in the ordinary course consistent with past practice.