Acquired Business definition
Examples of Acquired Business in a sentence
Except as set forth on Schedule 3.14, neither the Acquired Business nor, with respect to the Acquired Business, any Seller or its Affiliates, nor, to Sellers’ knowledge, any Person processing Data on behalf of any of the foregoing, have experienced a Security Incident or any unauthorized access to or use of any systems, networks, equipment, or facilities hosting or otherwise processing Data by or for the Acquired Business or, with respect to the Acquired Business, any Seller or its Affiliates.
If prior to the Closing any Registered Intellectual Property that is used exclusively in the Acquired Business is identified by Sellers or the Buyer as not being owned by a Group Company (“Assignable Registered IP”), the Sellers shall assign or cause to be assigned to CFT LLC all Assignable Registered IP prior to the Closing; provided, however, that such assignment specifically excludes any Trademarks that contain or consist of the terms CARLISLE or CFT.
Accordingly, the Buyer acknowledges that coverage under the Seller Occurrence Policies will not be available to the Acquired Business with respect to any injury, loss, or damage that the Acquired Business or any third party may suffer as a result of any act, omission, occurrence, fact, or circumstance to the extent occurring with respect to any period after the Closing Date.
In the event that (i) the Sellers or their applicable Affiliates receive any proceeds of a Seller Occurrence Policy with respect to any Insurance Claim covered thereby, and (ii) the amount or loss subject to such claim has been paid or incurred by the Acquired Business, the Sellers or their applicable Affiliates shall promptly pay or reimburse the Buyer with respect to the amount so paid or incurred by the Acquired Business in accordance with this Section 5.13.
The Buyer shall resist and defend against any Action to challenge the consummation of the transactions consummated by this Agreement, except as would have a material and adverse effect on the Acquired Business taken as a whole or the Buyer.