Examples of BioPharma Business in a sentence
If, after the Closing Date, the Parties reasonably determine that a service that was reasonably necessary for the operation of the BioPharma Business after the Closing Date was omitted from Exhibit B, the Parties shall negotiate in good faith to reach a mutually acceptable agreement with respect to the provision of such service.
Since January 1, 2014, CGI has conducted the BioPharma Business only through CGI and Gentris, LLC; provided, however, that the Buyer agrees and acknowledges that the Buyer has engaged in its own due diligence process to satisfy itself on this fact.
Solely with respect to the BioPharma Business, there is no civil, criminal, administrative, or other action, subpoena, suit, demand, claim, hearing, proceeding, notice or demand pending, received by or filed since January 1, 2016, or to the Knowledge of CGI, threatened against CGI alleging any material violation by CGI of any applicable Healthcare Laws.
Neither CGI nor any of its officers, employees, or agents shall take any action that would tend to diminish the value of the Purchased Assets after the Closing or that would interfere with the BioPharma Business to be engaged in by the Buyer after the Closing, including disparaging the name or business of the Buyer.
Notwithstanding the foregoing representations, CGI shall not have Liability under Section 7.3 of this Agreement for Taxes arising in periods following the Closing Date, and resulting from Buyer’s conduct of the BioPharma Business following the Closing Date.
CGI and, to the Knowledge of CGI, each of the CGI’s Data Processors, has implemented and maintains commercially reasonable organizational, physical, administrative and technical measures substantially consistent with industry standards to protect the operation, confidentiality, integrity and security of all Personal Data or other sensitive business data against loss, theft, or unauthorized access, disclosure or use, in each case solely to the extent affecting the BioPharma Business.
There is no Proceeding pending or, to the Knowledge of CGI, threatened against CGI or any of its Affiliates at Law or in equity by or before any Governmental Authority alleging the violation, misappropriation, or infringement of the Intellectual Property of any Person by the BioPharma Business or that any of the Owned Intellectual Property or Exclusive Intellectual Property included in the Purchased Assets is invalid or unenforceable.
For the avoidance of doubt, the Parties acknowledge and agree that the Clinical Business and the Discovery Business do not compete with the BioPharma Business in any respect.
To CGI’s Knowledge, CGI is not under investigation by any Governmental Authority for a material violation of applicable Laws relating to data privacy or security, nor has CGI received any written complaint or inquiry related to its data privacy or security practices, in each case solely to the extent affecting the BioPharma Business.
CGI has not been refused any insurance or suffered the cancellation of any insurance with respect to the assets, properties or operations of the BioPharma Business by any insurance carrier to which it has applied for any such insurance or with which it has carried insurance during the last five (5) years.