PSI Business definition
Examples of PSI Business in a sentence
The Financial Statements present fairly, in all material respects, in accordance with Part I of the Accounting Principles the consolidated financial position and results of operations of the PSI Business.
Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of the PSI Business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III.
Except as set forth on Schedule 3.21, or for (a) the PSI Subsidiary Plans, (b) Contracts relating to labor and employment matters set forth on Schedule 3.17(a) and Schedule 3.19(a), and (c) Contracts between or among the PSI Subsidiaries, no PSI Subsidiary is party to, nor is the PSI Business bound by, any material Contract with any (i) current or former officer or director of any PSI Subsidiary or (ii) Affiliate of any PSI Subsidiary.
In connection with ▇▇▇▇▇’s investigation of the PSI Business, Seller Parent has delivered, or made available to Buyer and its Affiliates and Representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of the Sellers and their respective Subsidiaries relating to the PSI Business and certain business plan information of the PSI Business.
With respect to any Open Source Software that is or has been used by any PSI Subsidiary or the PSI Business in any way, each Seller and each PSI Subsidiary is, and has at all times been, in material compliance with all applicable licenses with respect thereto.
Following the date hereof, Seller Parent shall be permitted to amend the PSI Sale Restructuring Plan to the extent such amendments (a) are immaterial, (b) would only have an immaterial effect on Buyer, or following the Closing, the PSI Business or the PSI Subsidiaries, or (c) with the prior consent of Buyer (not to be unreasonably withheld, conditioned or delayed).
The PSI Business has established policies and procedures to prevent and detect non-conforming items, including counterfeit electronic parts, in its supply chain, in all material respects.
Buyer or its Affiliates shall make such an offer of employment within 5 Business Days of becoming aware that the Inactive PSI Business Employee is ready and able to return to active employment, such offer to take effect as soon as reasonably practicable.
The provisions contained in this Agreement with respect to any PSI Business Employee are included for the sole benefit of the Parties and shall not create any right in any other Person, including any PSI Business Employee (or dependent or beneficiary of any of the foregoing).
The Allocation shall provide, in part, that no less than 54.7% of the amount of the Purchase Price (and any other items that are treated as consideration for applicable Tax purposes) shall be allocable to the PSI Business located in the United States.