MCD Business definition
Examples of MCD Business in a sentence
H▇▇▇▇▇ agrees that all right, title and interest in and to all records, data, files, input materials, reports, forms and other data received, computed, used and/or stored pursuant to this Agreement which relate to the MCD Business as conducted by the Company after the Effective Date are the exclusive property of the Company.
In the event that any Contributed Trade Secret is not already in the possession of the MCD Business or MCD Employees transferred to the Company, H▇▇▇▇▇ agrees to deliver to the Company, within a commercially reasonable amount of time, any missing parts of the Contributed Trade Secrets, to the extent such Contributed Trade Secrets are available and can be so transferred.
However, the parties recognize that the best or only available copy of certain Licensed Trade Secrets may reside, after the Closing Date, within the MCD Business or the businesses retained by H▇▇▇▇▇ following the Closing, and H▇▇▇▇▇ or the Company may require certain access to or copies of the Licensed Trade Secrets.
H▇▇▇▇▇ and/or each of its Subsidiaries owns, is licensed or otherwise possesses legally enforceable rights to use the Contributed Intellectual Property and the H▇▇▇▇▇ Licensed Intellectual Property as such Intellectual Property is used in the MCD Business as currently conducted and proposed to be conducted, except for any failures to own, be licensed or possess such rights that, individually or in the aggregate, would not reasonably be expected to result in a H▇▇▇▇▇ Material Adverse Effect.
The MCD Business has not been, and is not being, conducted in material violation of any applicable Laws.
Except as set forth in Section 7.2(q)(i) and Section 7.2(q)(ii) of the H▇▇▇▇▇ Disclosure Letter, there are no leases, subleases, licenses, concessions or other agreements granting to any Persons other than H▇▇▇▇▇ and its Subsidiaries any right to the possession, use, occupancy, or enjoyment of any real property owned, leased or otherwise utilized by H▇▇▇▇▇ or any of its Subsidiaries Related to the MCD Business.
Since the H▇▇▇▇▇ Audit Date, any material change in internal controls over financial reporting to the extent they relate to the MCD Business required to be disclosed in any H▇▇▇▇▇ Report has been so disclosed.
Solely with respect to any disclosure with respect to the MCD Business contained or required to be contained therein, each of the H▇▇▇▇▇ Reports, at the time first filed with or furnished to the SEC, complied or will comply (as applicable) in all material respects with the applicable requirements of the Securities Act and Exchange Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting standards.
Section 7.2(q)(i) of the H▇▇▇▇▇ Disclosure Letter sets forth an accurate and complete list of all of the real property owned by H▇▇▇▇▇ or any of its Subsidiaries that are Related to the MCD Business and Section 7.2(q)(ii) of the H▇▇▇▇▇ Disclosure Letter sets forth an accurate and complete list of all of the real property leased by H▇▇▇▇▇ or any of its Subsidiaries that are Related to the MCD Business.
H▇▇▇▇▇ and its Subsidiaries have filed or furnished, as applicable, with or to the SEC all registration statements, reports, forms, proxy or information statements and other documents which contain or should contain disclosure with respect to the MCD Business required to be so filed or furnished by them pursuant to applicable securities statutes, regulations, policies and rules since the H▇▇▇▇▇ Audit Date.