Discontinued Operations Clause Samples
The Discontinued Operations clause defines how a company must account for and report parts of its business that have been sold, disposed of, or are planned to be shut down. In practice, this clause requires the company to separately present the financial results and cash flows of these operations from those of ongoing activities, often in financial statements or disclosures. By doing so, it ensures transparency for investors and stakeholders, allowing them to clearly distinguish between continuing and discontinued business segments and better assess the company's ongoing performance.
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Discontinued Operations. The Company owns Talisman Sugar Corporation ("Talisman"), a grower of sugarcane located in south central Florida. Talisman owns approximately 48,000 acres of agricultural land and leases approximately 6,000 acres. The Company also operates a sugar mill at which sugarcane is converted into raw sugar. Talisman sells its entire production to Everglades Sugar Refinery, Inc., a wholly owned subsidiary of Savannah Foods & Industries, Inc., pursuant to an annually renewed contract. The amount Talisman is paid for its sugar under the current contract is a function of market prices. On December 6, 1997, the Company signed an agreement in principle with the United States of America and the State of Florida (the "Governments"), under which the Governments agreed to purchase substantially all of the sugar lands that the Company owns or leases for $133.5 million in cash. ▇▇▇▇▇▇▇▇ retained the right to farm the land through the 2003 crop year. In December 1998, that sale was closed in escrow pending the resolution of a lawsuit filed in Federal District Court in Washington, D.C. seeking to invalidate the sale. On March 25, 1999 Talisman entered into an Exchange Agreement ("The Exchange Agreement") with The South Florida Water Management District; United States Sugar Corporation; Okeelanta Corporation; South Florida Industries, Inc.; Florida Crystals Corporation; Sugar Cane Growers Cooperative of Florida (collectively the "Sugar Companies"); The United States Department of Interior; and The Nature Conservancy. The Agreement allows Talisman to exit the sugar business. Talisman assigned its right to farm the land to the Sugar Companies. In return, the lawsuit was dismissed and the other parties agreed to pay Talisman $19.0 million. Talisman retains ownership of the sugar mill and is presently evaluating the best manner to dispose of the mill. Talisman is responsible for the cleanup of the mill site. Talisman is obligated to complete certain defined environmental remediation (the "Remediation"). Approximately $5.0 million of the purchase price will be held in escrow pending the completion of the Remediation. Talisman must use its funds to pay the costs of the Remediation. Based upon the current environmental studies, ▇▇▇▇▇▇▇▇ does not believe the costs of the Remediation will exceed the amount held in escrow. Talisman will receive the fund when all the Remediation is complete. In the event other environmental matters are discovered, the Sugar Companies will be responsible fo...
Discontinued Operations. Notwithstanding anything to the contrary in this Agreement or any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the disposition thereof has been entered into as discontinued operations, no pro forma effect shall be given to any discontinued operations (and the Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated.
Discontinued Operations. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Discontinued Operations shall not conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to (a) the prosecution or defense in litigation or otherwise of claims asserted against the Discontinued Operations arising out of retained liabilities, the conduct of activities required in compliance with applicable law or in adjudication or administration of claims (whether by court order or negotiated settlement or otherwise), the maintenance of its corporate existence and financial record-keeping, or the engagement of personnel, counsel or third parties to conduct such activities on its behalf, and (b) the winding-up, dissolution, liquidation or other similar actions relating to the Discontinued Operations.
Discontinued Operations. If the Contractor discontinues its programs or ceases to provide services pursuant to this Contract, the Contractor shall protect DHS access rights by implementing one of the following options:
(1) Transfer the client records to a successor agency or entity which has:
(a) entered into a contract with DHS to provide such services formerly provided by the Contractor; and
(b) agreed to provide DHS with the same access to the records as required under the Contractor's contract with DHS; or
(2) Deliver the client records to an office within the Contractor's organization under an arrangement by which the Contractor authorizes DHS to have continuing immediate access to the records.
(3) With the prior written consent of DHS, which may be withheld for any reason, deliver the client records to DHS.
Discontinued Operations. Any Liability or obligation pertaining to any discontinued operation owned or operated by Seller and related to or utilized by the Acquired Business as it was operated by Seller prior to the Closing Date;
Discontinued Operations. All assets, properties, rights and interests in, under or to agreements, instruments or contracts relating to businesses, operations or assets that immediately prior to the Closing have been (i) closed, wound up or otherwise terminated or (ii) ceased to be held or used in connection with Transferor's businesses or operations, including the Business that is conducted at the Facilities; and
Discontinued Operations. If the Contractor discontinues its programs or ceases to provide services, the Contractor shall protect DHS access rights by implementing one of the following options: 1) transfer the client records to a successor agency or entity that has entered into a contract with DHS to provide the services formerly provided by the Contractor; 2) deliver the client records to an office within the Contractor's organization and provide DHS with continuing immediate access to the records; 3) with the prior written consent of DHS which may be withheld for any reason, deliver the client records to DHS; or
Discontinued Operations. Prior to February 3, 2007, the Company distributed all of the shares of Pamida Holding Company to the Parent, which subsequently contributed the shares to a new holding company, Pamida Brands Holding, LLC. In accordance with SFAS No. 144, the Company has reflected the operations of Pamida as a discontinued operation for all periods presented. The Company has reflected as a dividend to the Parent the net assets of Pamida in the amount of $32.4 million on the date of distribution. The table below presents the significant components of Pamida’s operating results included in income from discontinued operations: Revenues $ 828,260 $ 48,626 $ 735,719 $ 810,277 Income before income taxes 1,707 (1,640 ) 25,687 13,349 Income tax expense 498 298 10,162 4,924 Income from discontinued operations 1,209 (1,938 ) 15,525 8,425 The assets and liabilities of Pamida reflected as discontinued operations in the consolidated balance sheet as of January 28, 2006 are shown below. No assets or liabilities of Pamida are included in the consolidated balance sheet as of February 3, 2007. Cash and cash equivalents $ 5,032 Receivables, less allowances 10,973 Merchandise inventories 162,062 Other current assets 2,612 Total current assets 180,679 Other assets and deferred charges 1,325 Intangible assets — net 2,543 Debt issuance costs 6,129 Net property and equipment 101,830 Deferred income taxes 12,638 Total non-current assets 124,465 Short term debt 14,237 Accounts payable — trade 44,852 Accrued compensation and related taxes 8,897 Deferred taxes and other accrued liabilities 38,481 Accrued income and other taxes 6,095 Current portion of long-term obligations 3,523 Total current liabilities 116,085 Real estate Loan 44,538 Capital lease obligations — long term 22,177 Other long-term obligations 89,100 Total non-current liabilities 155,815
Discontinued Operations. In 2006, GFC agreed to sell the majority of its aircraft leasing business to Macquarie Aircraft Leasing Limited ("MALL"). The sale was completed in two stages: the sale of the wholly owned aircraft closed on November 30, 2006, and the sale of the partnered aircraft closed on January 17, 2007. Separately in 2006, GFC sold 26 wholly owned and partnered aircraft and its interest in Pembroke Group, a 50% owned aircraft leasing affiliate. These events resulted in the disposition of GFC's aircraft leasing operation (formerly the "Air" segment). Accordingly, Air has been segregated and classified as discontinued operations for all periods presented. In 2004, GFC completed the sale of the assets of its former Technology segment ("Technology") with $291.5 million of related nonrecourse debt assumed by the acquirer. Financial data for Technology has also been segregated and reported as discontinued operations for all periods presented. GFC had been in the commercial aircraft leasing business since 1968, building a valuable operating lease platform and portfolio of aircraft. GFC believes that, relative to competitors in the industry, its lower scale and higher cost of capital resulted in a competitive disadvantage and that the sale of the Air business will enable it to realize greater value for its shareholders than could have been realized from continuing to own and operate the business. Gross proceeds from these sales in 2006 totaled $1.3 billion, of which approximately $0.8 billion was used to retire debt and pay transaction costs. The remaining proceeds are expected to be used to fund new investments in rail, marine and industrial assets. The following table summarizes certain operating data for Discontinued Operations (in millions). YEARS ENDED DECEMBER 31 ------------------------- 2006 2005 2004 ------ ------- ------ Revenues........................................... $133.5 $ 133.9 $206.6 (Loss) income before taxes......................... (8.9) (198.7) 22.9 Income (loss) from operations, net of taxes........ 32.1 (0.5) 21.4 Loss on disposal of segment, net of taxes.......... (70.9) (119.4) (7.2) ------ ------- ------ Net (loss) income from discontinued operations..... $(38.8) $(119.9) $ 14.2 ====== ======= ====== GFC's loss on disposals of wholly owned and partnered aircraft was comprised of $60.3 million ($70.9 million after tax) of losses realized on dispositions in 2006 and impairment charges of $196.4 million ($119.4 million after tax) recorded in 2005. T...
Discontinued Operations. In the event Tenant shall at any time during the term of this Lease discontinue its business operations in the Premises Building for a period of sixty (60) days or longer, and the reason for Tenant's discontinuation of business is not due to (a) the repairing or remodeling of the Premises Building, (b) a casualty loss, (c) union or labor difficulties, or (d) any other reason beyond the reasonable control of Tenant [financial ability excluded], then Landlord may (but shall not be obligated to) terminate this Lease by giving Tenant written notice of Landlord's election to so terminate the Lease (a "Termination Notice"). Any such Termination Notice shall set forth a date (the "Termination Date") not less than thirty (30) days nor more than one hundred twenty (120) days after the date of the Termination Notice. Tenant may void the Termination Notice by (A) within ten (10) days following Tenant's receipt of the Termination Notice, notifying Landlord in writing of Tenant's intent to promptly recommence its business operations in the Premises Building, and (B) recommencing its business operations in the Premises Building within thirty (30) days following its receipt of Landlord's Termination Notice. Unless Tenant shall so effectively void the Termination Notice, this Lease shall terminate as of the Termination Date as if such date were the date originally fixed herein for the termination of this Lease.