Trio Spinout Clause Samples

Trio Spinout. (a) The Company and its Subsidiaries do not have any material liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) that would reasonably be expected to result from the Trio Spinout Transaction or the Trio Business. All Taxes of the Company and its Subsidiaries relating to the Trio Business have been timely paid. The Company or each of its Subsidiaries has performed all obligations relating to or arising out of the Trio Spinout Transaction required to be performed by the Company or such Subsidiary. (b) Section 3.30(b)-1 of the Company Disclosure Schedule lists each Contract to which the Company or any of its Subsidiaries is or was a party, or by which the Company or any of its Subsidiaries is or was bound, that relates to the Trio Spinout Transaction (the “Trio Spinout Contracts”). Section 3.30(b)-2 of the Company Disclosure Schedule lists each Contract to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, to which Trio Connect, LLC or any officer, manager, partner or director of Trio Connect, LLC or any of its Affiliates or Subsidiaries is a party or which otherwise benefits the Trio Business (such Contracts, together with the Trio Spinout Contracts, are collectively referred to as the “Trio Contracts”). Seller has made available to Buyer correct and complete copies of the Trio Contracts, together with all amendments, exhibits, attachments, waivers or other changes thereto. Each Trio Contract has not been breached or cancelled by the Company, any of its Subsidiaries or, to the Knowledge of Seller, any other party thereto. The Company or each of its Subsidiaries has performed all obligations under each Trio Contract required to be performed by the Company or such Subsidiary. To the Knowledge of Seller, there is no event which, upon giving of notice or lapse of time or both, would constitute a breach or default under any Trio Contract or would permit the termination, modification or acceleration of any Trio Contract, and neither the Company nor any of its Subsidiaries has assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any Trio Contract. There have been, and are, no claims under or in connection with any Trio Contract or any Intellectual Property associated therewith (including, without limitat...