TLC Business definition

TLC Business means the business of developing, publishing and marketing consumer software products (including, without limitation, those listed on Schedule A attached hereto), as currently conducted by Mattel through The Learning Company business unit of the Mattel Interactive division of Mattel; it being understood that the "TLC Business" does not include the Mattel Media business unit of the Mattel Interactive division of Mattel, which owns, develops, publishes or markets certain consumer software products, including, without limitation, those listed on Schedule B attached hereto.
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Examples of TLC Business in a sentence

  • In the event that, after the date of this Agreement, Mattel or the Company identifies IPR or other related rights that were transferred to the Company pursuant to this Agreement but that are primarily related to the Excluded Assets as identified on Section 5.8 of the TLC Disclosure Schedule or the Mattel Interactive Trademarks and Logos or that are otherwise not primarily related to the TLC Business, the Company agrees to execute agreements to retransfer any and all rights in such IPR to Mattel.

  • Mattel has made available to the Company accurate and complete copies of all material fire and casualty, general liability, business interruption, product liability, and sprinkler and water damage insurance policies with respect to the TLC Business maintained by Mattel or the TLC Subsidiaries (collectively, "TLC Insurance Policies").

  • Such material tangible personal assets and properties are sufficiently free of Liens to allow each of the TLC Subsidiaries to conduct, and continue to conduct, the TLC Business as currently conducted and the consummation of the transactions contemplated hereby will not alter or impair such ability in any respect which, individually or in the aggregate, would be reasonably likely to have a TLC Material Adverse Effect.

  • The Company shall be entitled to any refunds of Taxes of the TLC Subsidiaries or arising from the operation of the TLC Business for any period (or portion thereof) beginning after the Closing Date and for the post-Closing portion of a taxable period that includes but does not end on the Closing Date (all such periods and portions, the "Post-Closing Period").

  • The parties acknowledge that certain insurance coverage relating to the TLC Business is currently provided pursuant to policies of insurance that are maintained by Mattel.

  • For purposes of this Agreement, the term "Net Revenue" shall mean gross sales less returns and price adjustments, in accordance with accounting principles historically used by the TLC Business.

  • The Company and Mattel shall use reasonable efforts (which shall not include the payment of money by Mattel) to obtain all consents and approvals required for the assignment, effective as of the Closing, to the TLC Subsidiaries of the Contracts relating to the TLC Business to which Mattel is a party that are set forth in Section 5.7 of the TLC Disclosure Schedule ("Parent-Level Contracts").

  • The parties hereby acknowledge and agree that neither Mattel nor its Affiliates shall be restricted or prohibited by this Agreement or the transactions contemplated hereby from taking any action, including owning, leasing, licensing, managing or otherwise operating any business or assets, that may compete, directly or indirectly, with the TLC Business.

  • There are no claims against Mattel or the TLC Subsidiaries for injury to person or property of employees or any third parties suffered as a result of the sale of any product or performance of any service by Mattel or the TLC Subsidiaries in connection with the TLC Business, including claims arising out of the defective or unsafe nature of its products or services, which would, individually or in the aggregate, have a TLC Material Adverse Effect.

  • Holders may communicate pursuant to TIA S 312(b) with other Holders with respect to their rights under this Indenture or the Debentures.