Examples of DMS Entities in a sentence
As of the Effective Date, upon satisfaction in full of the conditions precedent set forth in Article IV hereof, the terms “Borrowers” and “Credit Parties” shall no longer include the DMS Entities; provided, however, that the terms “Borrowers” and “Credit Parties” as used in this Amendment shall include the DMS Entities.
Notwithstanding the foregoing, upon the expiry date of any Existing Letters of Credit issued on behalf of DMS Entities, the Borrower acknowledges and agrees that after the Closing Date it shall not be permitted to obtain Letters of Credit on behalf of DMS Entities who are no longer Affiliates of the Borrower.
If this Agreement is terminated for any reason, no Representative of Buyers will directly or indirectly attempt to influence any employee of the DMS Entities to seek employment with Buyers or any of their Affiliates for a period of one year after this Agreement is terminated.
In addition, effective immediately prior to the Closing, the DMS Entities shall withdraw from participation in Sellers’ Benefit Plans and the Business Employees shall cease to accrue benefits under Sellers’ Benefit Plans.
The Purchaser has made its own inquiry and investigation into, and based thereon, has formed an independent judgment concerning, the Company, its Subsidiaries, the DMS Entities, the Merger and the transactions contemplated by this Agreement and has been furnished with, or given adequate access to, such information about the Company, its Subsidiaries and the DMS Entities as it has requested.
Buyers shall use their best efforts to take or cause the DMS Entities to take all such action as may be necessary or appropriate (including amending Buyers’ DC Plan if necessary) to permit the Business Employees to roll over their vested interests in Sellers’ DC Plan including any participant loans (provided such loans are adequately secured pursuant to the applicable law and the Sellers’ DC Plan’s terms) to Buyers’ DC Plan within ninety (90) days following the Closing.
Except as set forth on Section 4.13(b) of the Disclosure Schedule, no Company Contract is with a DMS Entity and no Company Contract relates in any way to the business conducted by the DMS Entities.
Except as listed in Schedule 3.14, no Person has notified the DMS Entities in writing that its use of its Intellectual Property infringes on the rights of any Person that gives rise to any material liability on the part of the DMS Entities, and, to Sellers’ knowledge, no Person is infringing on any right of the DMS Entities with respect to any such Intellectual Property.
None of the DMS Entities has violated or infringed upon the Intellectual Property of others and the Intellectual Property of the DMS Entities does not materially infringe upon the rights of others; provided, however, that, Sellers make no representations or warranties in this regard with respect to violations and infringements resulting from Intellectual Property licensed or sold to the DMS Entities by third parties.
Subject to the provisions of Section 7.1 and Section 7.2, the Trustee may, without the consent of the Holders of the Notes, on behalf of the Holders of the Notes, take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Pledge Agreement and (b) collect and receive any and all amounts payable in respect of the obligations of the Company hereunder and thereunder.