TMA Business definition
Examples of TMA Business in a sentence
The conduct of the TMA Business, including with respect to any of the Transferred Assets, as presently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third party, in any material respect.
The same shall also apply in the event of Seller or its Subsidiaries terminating another employee in lieu of the objecting European TMA Business Employee for reasons of lawful social selection.
Since January 1, 2013, Seller has, with respect to the TMA Business, taken commercially reasonable steps to provide for the back-up and recovery of material data and implemented commercially reasonable disaster recovery plans, procedures and facilities.
Neither Seller nor any of its Subsidiaries is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any Permit to which such Person is a party, except for any such default and violation that are not material to the TMA Business.
The Financial Statements present fairly, in all material respects in accordance with the Accounting Principles, the financial condition of the TMA Business at the dates indicated therein and the combined results of operations of the TMA Business for the periods referred to therein.
There currently is no, and since January 1, 2013 there has not been, any Action pending, settled, or to the Knowledge of Seller, threatened, against (i) the Transferred Assets, (ii) the TMA Business or (iii) any member of the Transferred Entity Group, except as would not be material to the TMA Business.
All documentation necessary to establish the applicable member of the Seller Group as the record owner of the Intellectual Property listed on Section 3.15(a) of the Seller Disclosure Schedule that is owned by it, other than domain names, has been recorded in the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, or other similar Governmental Entities throughout the world where the TMA Business is currently conducted, as applicable.
Notwithstanding anything to the contrary in this Agreement, none of Seller nor any of its Subsidiaries shall agree to any material modification of any term of or condition in any Transferred Contract or commit on behalf of Buyer or the TMA Business to any post-Closing obligation, in each case, in order to obtain Third-Party Consent, except with the prior written consent of Buyer.
Since January 1, 2013, neither Seller nor its Subsidiaries has received any written notice from any Governmental Entity that such Governmental Entity intends to conduct any investigation with respect to the TMA Business or the Transferred Assets that is reasonably likely to be material to TMA business.
From and after the date of this Agreement and until the applicable Employee Transfer Date, Buyer and Seller shall cooperate to develop protocols relating to (a) Buyer’s extension of offers of employment to TMA Business Employees and the transfer of the employment of TMA Business Employees by operation of law, in each case, in accordance with this Article VI, and (b) Buyer’s communications with any TMA Business Employees relating to employee benefits, post-Closing terms of employment or otherwise.