Examples of Coffee Business in a sentence
The parties agree that, notwithstanding anything herein or therein to the contrary, the Excluded IP Assets listed on Schedule 1.6(b)(ii) of the Separation Agreement shall in no event be licensed to Folgers pursuant to any agreement entered into pursuant to this Section 2.5, even if such Intellectual Property may have been necessary for the operation of the Coffee Business.
Upon receipt of any such request, Folgers agrees to negotiate with Parent in good faith to grant Parent and its Affiliates a license in and to such Folgers IP, the scope, terms and conditions of which shall be negotiated by the parties; provided, however, that any such license shall be non-exclusive and shall be limited to any business other than the Coffee Business.
Neither Parent nor any of its Subsidiaries are subject to any Order that has had or would reasonably be expected to have, individually or in the aggregate, a Coffee Business MAE.
None of the Patents or Trademarks utilized in the Coffee Business is subject to any outstanding order, ruling, decree, judgment or stipulation by or with any Governmental Authority.
None of the Permits necessary to manufacture the products of the Coffee Business as such products are currently being manufactured will lapse, terminate, expire or otherwise be impaired as a result of the consummation of the Transactions, except as would not reasonably be expected to have, individually or in the aggregate, a Coffee Business MAE.
Prior to the Closing, RMT Partner will use its best efforts to identify and remove from Schedule B and Schedule C to the Intellectual Property Matters Agreement, any Parent IP Asset(s) (as defined in the Intellectual Property Matters Agreement) that RMT Partner determines, in its reasonable discretion and in consultation with Parent, is not necessary to manufacture products of the Coffee Business as such products are currently being manufactured by Folgers in RMT Partner’s established business environment.
Notwithstanding the foregoing, GMCR agrees that any assignment by Tully’s of this Agreement to an entity owned by persons set forth on Schedule C, without participation (which shall include, for the avoidance of doubt, any ownership interest) by any competitor of GMCR in the Coffee Business, and so long as such persons agree to assume the obligations of Tully’s under the Noncompetition Agreement, shall not require the consent of GMCR.
Except for the representations and warranties of Parent expressly set forth in this Agreement and the Other RMT Agreements, neither the Parent nor any other Person makes any other express or implied representation or warranty on behalf of Parent or any of its Subsidiaries (including Folgers) with respect to Folgers, its Subsidiaries, the Coffee Business or the transactions contemplated by this Agreement and the Other RMT Agreements.
Each Party agrees to use its commercially reasonable efforts to retain all Information that relates to the operations of the Coffee Business in its respective possession or control at the Business Transfer Time in accordance with their respective document retention policies in effect as of the date hereof (or, with respect to each Party, such longer periods of time as may be set forth in policies adopted by such Party after the date hereof).
As promptly as reasonably practicable after the date hereof, and in any case prior to the Business Transfer Time, Parent will cause Folgers to prepare, after good faith consultation with RMT Partner, a schedule (the “Xxxxxx Xxxx Schedule”) that identifies all of the tangible Assets that are exclusively used by the Coffee Business and that are located at, or in transit to, the Xxxxxx Xxxx facility and the Xxxxxxx Ridge Innovation Center.