SMT Business definition
Examples of SMT Business in a sentence
In the event that, after the Closing Date, Seller sells the Retained Businesses, in whole or in part, to any purchaser who, prior to and at the time of such sale, operated a business which directly or indirectly competes with the SMT Business, the provisions of this Section 5.1(a) shall be automatically and irrevocably excluded from the terms of Section 8.3 hereof such that the purchaser of the Retained Businesses, in whole or in part, shall not be bound hereby.
At the Closing, Seller is not and will not be obligated to pay taxes, assessments, fees or governmental charges for which Seller has not made adequate provision on its books and records, except that, after the Closing, Seller will continue to be obligated for the foregoing which accrue with respect to its business, including those applicable to the SMT Business through the Closing Date.
Seller is in compliance with all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered, by any federal, state, local or foreign court or governmental authority or instrumentality relating to Seller or the SMT Business (collectively, the "Applicable Laws"), except to the extent that any failure to so be in compliance would not have a material adverse effect on Seller or the SMT Business.
Except as set forth in Schedule 4.2(f), Seller is not, to Seller's Knowledge, under investigation with respect to, and has not been charged with or given notice of any material violation of, any Applicable Laws with respect to the SMT Business, which violation is still outstanding.
Schedule 5.3(b) sets forth a list of all current employees of Seller who are, and all former employees of Seller who since January 1, 2001 were, active in the operations of the SMT Business (the "SMT Employees").
The SMT Business of Seller as conducted immediately prior to the Closing and the sale by Seller and ownership by Buyer of any of the Purchased Assets, was not, is not and will not be in contravention of any trade name, service mark, patent, trademark, copyright or other proprietary right of any third party.
In the event that Buyer's accountants are unwilling or are unable to deliver to Seller such a letter, Buyer shall allow Seller's independent accountants to review, at Buyer's expense, Buyer's books and records to determine whether the amount of Gross Sales as reflected in the Royalty Statements delivered to Seller through the end of Buyer's fiscal year then-ended fairly and accurately reflect the amount of Gross Sales of the SMT Business since the commencement of the Royalty Period.
Except for any of the Excluded Property described in Section 1.2(a) through (o), no material property or assets, other than the Purchased Assets, are necessary to conduct the SMT Business substantially as presently conducted by Seller.
Seller and Buyer hereby acknowledge and agree that liabilities and obligations in respect of customer warranty claims (the "Warranty Claims"), including, but not limited to, costs of repair and/or replacement, for products of the SMT Business sold and shipped within two (2) years prior to the Time of Closing are among the Retained Liabilities.
Within ninety (90) days of each fiscal year end of Buyer during the Royalty Period, Buyer shall cause Buyer's independent accountants to deliver to Seller a letter stating that, in the opinion of such independent accountants, the Royalty Statements delivered to Seller through the end of Buyer's fiscal year then-ended fairly and accurately reflect the amount of Gross Sales of the SMT Business since the commencement of the Royalty Period.