TURNOVER POINT definition
Examples of TURNOVER POINT in a sentence
Upon the completion of the CLOSING, the E&PD BUSINESS shall be deemed to have been turned over to MACDERMID as of the TURNOVER POINT.
MACDERMID acknowledges and agrees that all HERCULES INSURANCE is for HERCULES protection only and as of the TURNOVER POINT, MACDERMID shall be responsible for all insurance related to the E&PD BUSINESS and/or the E&PD BUSINESS ITEMS thereafter.
The obligation of MACDERMID to effect the TRANSACTIONS shall be subject to the satisfaction or written waiver (where permissible), on and as of the TURNOVER POINT and on and as of the CLOSING DATE, of each and all of the following conditions set forth in Sections 9.1 through 9.13.
The obligation of HERCULES to effect the TRANSACTIONS shall be subject to the satisfaction or written waiver (where permissible) on and as of the TURNOVER POINT and on and as of the CLOSING DATE, of each and all of the following conditions set forth in Sections 10.1 through 10.15.
MACDERMID shall have received each PERMIT listed in Schedule 9.14 or have received approval from the AUTHORITY having requisite jurisdiction for such PERMIT that MACDERMID may operate the E&PD BUSINESS after the TURNOVER POINT without such PERMIT being in hand.
MACDERMID represents and warrants to HERCULES each of the representations and warranties set forth in Sections 6.2 through 6.19 below as of the TURNOVER POINT through the CLOSING.
Pursuant to and in accordance with the EMPLOYEE LEASE AGREEMENT and the TRANSITION SERVICES AGREEMENT, the HERCULES' corporate telecommunication system or parts thereof may be used by or for MACDERMID in connection with the conduct of the E&PD BUSINESS after the TURNOVER POINT.
During the period from the TURNOVER POINT through the effective point of such transfer of permits, HERCULES shall be deemed to have operated the MIDDLETOWN PLANT for the benefit of MACDERMID.
Prior to or as of the TURNOVER POINT, HERCULES shall eliminate all outstanding amounts owing between the E&PD BUSINESS on the one hand, and HERCULES or any of its AFFILIATES (other than the E&PD BUSINESS) on the other hand, in such manner that the E&PD BUSINESS will incur no liability to HERCULES or any of its AFFILIATES by reason of the elimination of such intercompany accounts and, provided, that such elimination shall not reduce the PURCHASED ASSETS or increase the ASSUMED LIABILITIES.
None of such policies, programs or insurance shall accrue to MACDERMID's benefit or be applicable to the E&PD BUSINESS and/or any of the E&PD BUSINESS ITEMS after the TURNOVER POINT.