Examples of HDD Business in a sentence
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.
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.
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.
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.
The HDD Assets, together with the Parent Intellectual Property and the rights conferred under the contracts assigned to (or the economic benefits of which are conferred on) Spinco in the Separation pursuant to the Separation Documents, constitutes and includes all of the property and assets, tangible and intangible, and all agreements and rights, used in the HDD Business, or necessary for the conduct of the HDD Business, as the HDD Business is currently conducted.
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.
Within twenty (20) days prior to the Company Stockholders' Meeting, Parent shall provide to Company a list of all corporate employees providing services to the HDD Business (the "Corporate HDD Employees") and all other employees primarily engaged in the HDD Business up to a maximum of 2,600 individuals (the "Non-Corporate HDD Employees").
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.
For purposes of this Section 3(a), taxes shall be allocated between the DSS Business and the HDD Business as described in Section 1.
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.