Examples of HDD Business in a sentence
Since December 31, 1997, neither Parent, Spinco nor any of their respective Subsidiaries has received any communication (written or oral), whether from a Governmental Authority, citizens' group, employee or otherwise, indicating that the HDD Business is not in such compliance, except where failures to be in compliance would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Spinco or the HDD Business.
In furtherance of the foregoing and subject to applicable Law, Company and Parent shall confer, as promptly as practicable, prior to taking any material actions or making any material management decisions with respect to the conduct of the HDD Business during the foregoing period.
Except as would not be material to the HDD Business, there are no controversies pending or, to the knowledge of Parent, threatened, between Parent or any of its Subsidiaries and any of their respective employees.
To the knowledge of Parent, no investigation or review by any Governmental Authority is pending or threatened against Parent or its Subsidiaries, nor has any Governmental Authority indicated an intention to conduct the same, except for investigations which, neither individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the HDD Business or Spinco.
On each Interest Payment Date (as defined in the Indentures) and on each date upon which the Company or any of its Affiliates makes any payment of principal or any other payment in respect of the Convertible Notes under the Indentures (each, a "PAYMENT DATE"), Maxtor shall, or shall cause one of its affiliates, to pay to the Company or the Trustee the HDD Business Pro Rata Portion of any such payment (each such payment, an "HDD BUSINESS PRO RATA PAYMENT").
Company hereby and by certain other instruments of even date herewith transfers or will transfer to Spinco effective as of the Separation Date, substantially all of the business, assets and liabilities of the HDD Business owned and operated by Company in accordance with the Separation and Redemption Agreement dated as of the date hereof among the parties hereto (the "SEPARATION AGREEMENT") and the agreements and instruments provided for therein.
To the extent that any contract or contractual or similar rights material to the HDD Business are not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof, or thereunder, if such assignment or attempted assignment would constitute a breach thereof, until the necessary consents are obtained.
On the Separation Date, the responsibilities for management of the litigation identified in Section 2.1(a) of a litigation disclosure letter (the "LITIGATION DISCLOSURE LETTER"), which will be delivered by Company to Spinco on the Separation Date, and which shall relate to litigation affecting the HDD Business, shall be transferred in their entirety from Company and its Subsidiaries to Spinco and its Subsidiaries.
SEPARATION" means the transfer and contribution from Company to Spinco, and Spinco's receipt and assumption of, directly or indirectly, substantially all of the assets and Liabilities currently associated with the HDD Business and the stock, investments or similar interests currently held by Company in subsidiaries and other entities that conduct such business.
HDD BUSINESS PRO RATA PORTION" means that percentage of the total outstanding Convertible Notes allocated to the HDD Business which shall not exceed $98 million of the total principal amount outstanding under the notes as of the Effective Time.