RP Assets definition
Examples of RP Assets in a sentence
Subject to item 1.4, each Interim Adjusted Cashflow Statement must show the net cash flow (on a notional stand-alone consolidated basis) for the relevant Month for the Rio Tinto RP Assets and Liabilities or the BHP Billiton RP Assets and Liabilities (as applicable) adjusted in accordance with principles set out in this item 5.
In consideration of the transfer of the RP Assets by DHPI to RP, and DHPI's other obligations pursuant hereto and pursuant to the Ancillary Agreements, in addition to the other consideration described herein (including, without limitation, RP's obligations pursuant hereto and pursuant to the Ancillary Agreements), RP shall issue, grant or transfer to DHPI, as appropriate, prior to the Distribution Date, (i) shares of RP Common Stock necessary to effect the Distribution.
Subject to item 1.4, each Interim Adjusted Cashflow Statement must show the net cash flow (on a notional stand-alone consolidated basis) for the relevant Month for the Rio Tinto RP Assets and Liabilities or the BHP Billiton RP Assets and Liabilities (as applicable) adjusted in accordance with Implementation Agreement principles set out in this item 5.
Acquisition Corp shall be entitled to make copies, at its own expense, of any documents, records and information relating to the RP Business and the RP Assets.
RP shall allow Acquisition Corp and its authorized representatives full access, during normal business hours and on reasonable notice, to all of RP’s properties, offices, equipment, inventory and assets, documents, files, books and records relating to the RP Business, in order to allow Acquisition Corp a full opportunity to make such investigation and inspection as it desires of the RP Business and the RP Assets.
RP shall further use its best efforts to cause its employees, accountants and agents to be available upon reasonable notice to answer questions of Acquisition Corp’s representatives concerning the business and affairs of RP relating to the RP Business and the RP Assets, and shall further use their best efforts to cause them to make available all relevant books and records in connection with such inspection and examination.
No facts or circumstances exist that would be likely to result in a claim, citation or allegation against the RP for a violation of, or alleging liability under any Environmental Law with respect to the RP Business and the RP Assets.
In the event of the termination of this Agreement pursuant to Section 2.5, (i) Acquisition Corp shall promptly return to RP any and all documents, records and information relating to the RP Business and the RP Assets that Acquisition Corp has received from RP, and (ii) RP shall promptly return to Acquisition Corp any and all documents, records and information relating to the Pool Tech Business and the Pool Tech Assets that RP has received from Acquisition Corp.
Acquisition Corp shall cause Pool Tech to pay any taxes accruing with respect to the RP Business and the RP Assets on and after the Closing Date.
Schedule 3.28 hereto is a complete and correct list of all insurance policies (including, without limitation, fire, liability, product liability, workers’ compensation and vehicular) presently in effect that relate to RP or the RP Assets, including the amounts of such insurance and annual premiums with respect thereto, all of which have been in full force and effect from and after the date(s) set forth on Schedule 3.28.