IM Business definition
Examples of IM Business in a sentence
The Seller and its Subsidiaries do not own any real property that is material in the operation of the IM Business other than the properties and facilities contemplated to be leased to the Purchaser pursuant to the Cincinnati Lease and the Orlando Sublease.
The IM Business Entities have complied in all material respects with the conditions stipulated in each material Tax Grant, no submissions made to any Taxing Authority in connection with obtaining any material Tax Grant contained any material misstatement or omission and the transactions expressly contemplated by this Agreement will not adversely affect the eligibility of the IM Business Entities for any material Tax Grant.
The IM Business Financial Statements have been prepared (i) in accordance with GAAP in all material respects on a consistent basis throughout the periods presented (except, in each case, as described in the notes thereto and subject to normal year-end audit adjustments), and (ii) fairly present in all material respects the combined financial condition and results of operations of the IM Business as operated as of the respective dates thereof and for the respective periods indicated.
Provider covenants and agrees that it shall use commercially reasonable efforts to cause the terms of the IM Business Agreements to permit or, in the case of Provider Data Agreements that are executory as of the Effective Date, to continue to permit, Provider to license the data to NDCHealth in the manner described in this Agreement.
The “Transfer Date” means, for any Transferred Employee, the date on which such employee commences employment with the Purchaser or its Affiliate (including any IM Business Entity) and, for any Continuing IM Business Employee, the Closing Date.
The consummation of the Transaction and the other transactions contemplated by this Agreement will not breach or otherwise cause any violation of any such applicable data privacy Laws, rules, policies or procedures, other than any breach or violation would not reasonably be expected to have, individually or in the aggregate, an IM Business Material Adverse Effect.
Seller agrees, at the expense of Purchaser, to cause the IM Business Entities to file Tax Returns (including amended Tax Returns and claims for Tax refunds) reflecting the benefits to which they are entitled from the carrybacks described in this Section 5.05(a).
For the avoidance of doubt, the Removed Employees, Non-Continuing IM Business Employees and Hyderabad Retained Employees shall in each case not be Continuing Employees for any purpose or provision of this Agreement, and Seller and its Affiliates shall, except as expressly set forth otherwise in this Section 4.09, retain or assume all liabilities for such employees, regardless of when incurred.
None of the Seller and its Subsidiaries have received any written notice from a Governmental Entity since January 1, 2009, other than those that have been resolved or are no longer outstanding, that alleges that the Seller or any of its Subsidiaries is not in compliance in any material respect with any applicable Law with respect to the IM Business as conducted by the Seller and its Subsidiaries.
The Seller and its Subsidiaries have taken commercially reasonable steps consistent with normal industry practice to protect the types of information referred to in this Section 2.12(c) against loss and unauthorized access, use, modification, disclosure or other misuse, and, to the Knowledge of the Seller, there has been no unauthorized access to or other misuse of such information that would reasonably be expected to have, individually or in the aggregate, an IM Business Material Adverse Effect.