ADS Business definition

ADS Business means all of the businesses conducted by ADS and its Subsidiaries from time to time, whether before, on or after the Distribution, other than the LoyaltyOne Business and any Loyalty Ventures Former Business. For the avoidance of doubt, the Loyalty Ventures Assets (and all assets and properties owned, directly or indirectly, by entities forming all or part of such assets, to the extent primarily used or primarily held for use in the LoyaltyOne Business) will not be considered part of the ADS Business.

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ADS Business means the business, activities and operations of the Company representing advertising agencies, advertisers, brands and other media companies which require services for short-form media content (i.e., short-form commercial advertising spots) including, but not limited to, electronic and physical distribution of standard and high definition content to local television stations, television networks, cable systems, cable networks and radio stations; provided that such service was performed in any of the facilities constituting Acquired Assets; provided, further, that the ADS Business shall also include (i) digital video and audio editing (including closed captioning and tagging), (ii) standards conversion, (iii) broadcast encoding, (iv) archival services, (v) international delivery and (vi) DVD authoring, in each case solely to the extent any such service was performed for any of the ADS Customers in any of the facilities constituting Acquired Assets.

ADS Business has the meaning set forth in the Separation Agreement.

Examples of ADS Business in a sentence

• ADS, on behalf of itself and all other members of the ADS, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to ADS or any member of the ADS Group or the ADS Business.

• All licenses, authorizations, consents, permits and approvals relating to the ADS Business, the Acquired Assets or the Retained Liabilities required under such laws, rules and regulations are in full force and effect except where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

• The Company shall cause to be delivered to the Purchaser unaudited consolidated balance sheets for the ADS Business and related unaudited consolidated statements of income of the Company and its consolidated Subsidiaries for the ADS Business, for each monthly period completed subsequent to the date of this Agreement (the “Monthly Unaudited Financial Information”).

• DG hereby agrees to pay any license fees or other fees owed by New 360 to third party licensors in respect of the Licensed IP arising from DG’s use of the Licensed IP; provided that DG shall be responsible to pay only the incremental fees owed by New 360 arising out of DG’s use of the Licensed IP in a manner other than the manner in which Point.360 currently uses the Licensed IP to conduct the ADS Business.

• Attached as Section 3.26 of the Company Disclosure Schedule is a true and complete copy of the unaudited pro forma consolidated statement of income of the Company and its consolidated Subsidiaries for the ADS Business for the twelve-month period ended December 31, 2006 (the “Unaudited Income Statement”).

• Within one (1) business day of the date hereof, the Company shall provide the Purchaser with a reconciliation statement by customer of the aggregate amount of ADS Business revenue set forth in Section 9.5 of the Company Disclosure Schedule to the aggregate amount of ADS Business revenue set forth in the Unaudited Income Statement.

• With respect to the ADS Business, the Company maintains insurance coverage with reputable and financially sound insurers, or maintains self-insurance practices, in such amounts and covering such risks as are in accordance with normal industry practice for companies engaged in businesses similar to the ADS Business (taking into account the cost and availability of such insurance).

• The documents and information supplied by the Company to the Purchaser or any of its representatives in connection with this Agreement with respect to relationships and volumes of ADS Business done with its significant customers are accurate in all material respects.

• The Company’s accruals for loss contingencies relating to the ADS Business, the Acquired Assets or the Retained Liabilities reflected in its balance sheet included in its most recent report on Form 10-K filed prior to the date hereof are the only accruals which would be required under Statement of Financial Accounting Standards No. 5 with regard to such loss contingencies of the Company existing on the date hereof or hereafter, except for such losses which, in the aggregate, do not exceed $25,000.

• The Acquired Assets are sufficient to conduct the ADS Business as currently conducted as a division of the Company.

More Definitions of ADS Business

ADS Business has the meaning specified in Recital H.

ADS Business means the business of Seller known as the ANTs Data Server, including the sale, marketing, development, offering or any service or product developed, marketed, sold, offered or supported as part of ADS (it being understood that the rights applicable to the ADS Business shall be subject to any rights relating to ACS as set forth in this Agreement and the Transactional Agreements).