Examples of Audio Business in a sentence
Spinco shall not, and shall not permit any member of the Spinco Group, to file any amended Tax Return that includes any member of the DHC Group or any of the assets or operations of the Audio Business or that includes any Tax for which DHC is responsible under this Agreement without the consent of DHC, not to be unreasonably withheld.
Except as expressly set forth herein or in an applicable Restructuring Agreement or Other Agreement, all costs and expenses incurred through the Closing by DHC, Spinco or any of their respective Subsidiaries (other than the Audio Company or any of its Subsidiaries), in connection with the authorization, preparation and consummation of this Agreement and the transactions contemplated hereby, other than any such costs and expenses constituting Audio Business Liabilities, shall be borne by Spinco.
From the date hereof and until the Closing Date, the Seller shall conduct the Audio Business substantially in the same manner as heretofore and shall not make or institute any unusual or new methods of purchase, sale, shipment or delivery, lease, management, accounting or operation, except as agreed to in writing by the Buyer.
Except to the extent reflected on Schedule 2.16, the Seller will comply with all laws and regulations which are applicable to its ownership of the Assets or to the conduct of the Audio Business, and will perform and comply with all contracts, commitments and obligations by which it is bound to the extent relating to the Stores.
Except as set forth on Schedule 2.16, to the Seller's and the Principal's knowledge, the operation of the Audio Business is not in violation in any material respect of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, land use or similar matters) relating to the use, occupancy and operation of Stores by the Seller, the violation of which could have a Material Adverse Effect.
The Seller is not in violation of or in default with respect to any judgment, order, writ, injunction, decree or rule of any court, administrative agency or governmental authority or any regulation of any administrative agency or governmental authority applicable or potentially applicable to the Audio Business.
Represents the adjustment to record the acquisition of certain United States subsidiaries of the Audio Business Group of Recoton Corporation and the stock of its Italian, Germa and Japanese subsidiaries (the Group) by adjusting their historical values of certain assets and liabilities which were not acquired and recording assets and liabilities acquired at their preliminary estimated fair values.
Except as set forth on Schedule 2.16, to the Seller's and the Principal's knowledge, the Audio Business does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety or corrupt practices) the enforcement of which would have a Material Adverse Effect.
To Buyer's Knowledge, no person has threatened to commence any Litigation: (i) that involves Buyer or the Buyer's Audio Business as conducted immediately prior to the Closing Date; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement.
Except as set forth on Schedule 2.11 attached hereto, since June 30, 2000, there has been no change which materially and adversely affects the business, properties, assets, condition (financial or otherwise) or prospects of the Audio Business (a "Material Adverse Change").