TG Business definition
Examples of TG Business in a sentence
None of the current officers and employees of the Company has any patents issued or applications pending for any device, process, design or invention of any kind now used or needed by the Company in the furtherance of the TG Business, which patents or applications have not been assigned to the Company under an assignment duly recorded in the United States Patent and Trademark Office or other appropriate Governmental Entity in the case of any foreign patents or patent applications.
Each of the Company's activities and operations relating to the TG Business have been conducted in a manner so as to conform in all material respects to the applicable provisions of such policies.
The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing which could not, individually or in the aggregate, reasonably be expected to have a TG Business Material Adverse Effect.
Effective as of the Closing, the Company hereby grants Buyer and its affiliates a royalty-free world wide perpetual license to use the Company's name and the initials "WJ" in the names of products and related services and manuals currently being commercialized in the TG Business.
Use of Company's Name and Initials As promptly as practicable after the Closing, Buyer shall take any and all actions necessary to (i) remove the Company's name from the name in which the TG Business is conducted, (ii) remove or cause to be removed all references to the Company at the sites where the TG Business is conducted, and, (iii) except to the extent expressly permitted by the next sentence, cease using that name, the initials "WJ" and any similar name or initials in its operations or otherwise.
Except as disclosed in any of the Company SEC Filings and excluding the TG Employment Contracts, there are no contracts, agreements, arrangements or understandings of any kind between any affiliate of the Company, on the one hand, and the Company, on the other hand, other than any such contracts, agreements, arrangements and understandings that either individually or in the aggregate are de minimis in nature or do not relate to the TG Business.
No product manufactured, sold, leased or delivered by the Company in the ordinary course of the TG Business is subject to any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale or lease or beyond that implied or imposed by applicable law.
All goods imported into the United States or any other country in connection with the TG Business (the "Imported Goods") have been properly valued and classified in accordance with applicable tariff laws, rules and regulations, and all proper duties, tariffs or excise taxes have been paid with respect to the Imported Goods.
As of the Closing, the Included Assets, together with the Intellectual Property licensed to Buyer pursuant to the Cross License Agreement referred to in Section 5.2(f), will constitute all of the assets necessary to enable Buyer to continue operating the TG Business in substantially the same manner it is being operated on the date of this Agreement, subject to the right of Buyer to change such operations following the Closing.
To the Company's knowledge, there exists no actual or overtly threatened termination, cancellation or material limitation of, or any material modification or material change to the configuration of, orders contained in outstanding backlog for the TG Business as of June 25, 1999, as set forth in Schedule 3.1(x)(i).