Examples of PEO Business in a sentence
Except for patent licenses, Section 4.16 of the Disclosure Schedule does not omit any Contract (written or oral) that is material to the PEO Business.
No investigation or review by any Governmental Entity with respect to the PEO Business, or any corporation in the PEO Group is pending or, to the Knowledge of PIE, threatened, nor has any Governmental Entity indicated an intention to conduct the same other than routine investigations occurring in the ordinary course of business.
FEI and PIE hereby agree that PIE shall not enter into any agreement in respect of the Zeiss Claim that would prevent in any material way FEI or any corporation in the PEO Group from engaging in FEI's Business or the PEO Business.
No corporation in the PEO Group will have any legal liability for any Tax imposed on any entity not in the PEO Group, except for customs duties and value added taxes incurred in the ordinary course of business by the PEO Business and paid for their account by Nederlandse Philips Bedrijven B.V. None of the assets of the PEO Group are subject to any Encumbrances that arose in connection with any failure or alleged failure to pay any Tax.
The PEO Business is not required to have, and does not have, and at Closing the PEO Group will not be required to have, any industrial security clearance relating to classified information and none is needed for purposes of any Contract with any United States government department, agency or instrumentality or, any subcontract under such a Contract.
As of the date hereof neither the PEO Business nor any corporation in the PEO Group is the subject of any material proceeding asserting that either the PEO Business or any corporation in the PEO Group has committed an unfair labor practice nor is there pending or, to the Knowledge of PIE, threatened, nor has there been for the past five years, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the PEO Business and the PEO Group.
In cases where the PEO Business uses software either itself or as product to be distributed (whether or not embedded in such product), and such software is owned or co-owned by any company within the Philips Group, other than any company transferred to PEO Holdings as part of the PEO Business, Philips will grant to FEI a license in order to enable it to continue to use such software.
To the Knowledge of PIE, there is no material default by the other party to or any event, occurrence or circumstance which, upon the passage of time or the giving of notice or both, would result in a material default under any Contract that is material to the PEO Business as currently conducted, which default or potential default has not been cured or waived.
Except as disclosed in Section 4.9(a) of the Disclosure Schedule, the PEO Business has not been, and is not being, conducted in violation of any applicable Laws except for any such violations which have not had or are not reasonably likely, individually or in the aggregate, to have a PEO Material Adverse Effect.
To the extent that insurance policies of the PEO Business will not survive the Closing, FEI and PIE shall cooperate to procure effective upon the Closing, insurance policies with respect to all material risks of the PEO Business, including, without limitation, fire and casualty, general liability, business interruption, product liability, and sprinkler and water damage insurance policies.