Examples of DMS Entities in a sentence
Prior to the Closing, Sellers may cause the DMS Entities to remove any right, title or interest in any logo, trade name, trademark, service xxxx, house xxxx, domain name, web site or company name to the extent it contains or consists of the word “Dynegy” or the “Dynegy” emblem or any other xxxx in which one or the other of these elements appear.
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.
The Seller Parties acknowledge and agree that the DMS Entities shall not be responsible (directly, through financial accruals or otherwise) for any expenses relating to the Seller Parties’ negotiation, preparation and performance of the transactions contemplated by this Agreement.
Except as set forth on Schedule 3.9, each of the DMS Entities is, and, to the knowledge of Sellers, XXXXX is, in compliance in all material respects with all Laws.
Schedule 3.15 contains a list of all material policies of insurance and related surety and surety bond arrangements held by or for the benefit of any of the DMS Entities as of the date hereof.
The Purchaser, Merger Sub, the Company and their respective Affiliates further covenant and agree that each shall not assert any claim against Prior Company Counsel in respect of legal services provided to the Company, its Affiliates or the DMS Entities by Prior Company Counsel in connection with this Agreement or the transactions contemplated hereby.
Sellers shall cause and shall cause their respective Affiliates to retain, in accordance with the Dynegy Records Management Policy, all books, records and other documents pertaining to the Business or the DMS Entities that relate to the period prior to the Closing Date that are not delivered to Buyers in connection with the Closing (the “Sellers’ Records”).
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.
Nothing herein shall prevent reasonable pre-Closing communication between the DMS Entities and their customers for the purpose of responding to customer concerns regarding the effect of the transactions contemplated by this Agreement on service delivery.
The Parties shall take all actions necessary to establish Sellers as the sole agent for Tax purposes of the DMS Entities for all Tax Returns of the Partnership for Pre-Closing Taxable Periods (including providing Sellers’ or their designee with a power of attorney reasonably acceptable to Sellers authorizing Sellers or their designee to make all filings of Tax Returns for Pre-Closing Tax Periods).