ADC Group definition
Examples of ADC Group in a sentence
Since January 1, 2000, no Person has advised any member of the ADC Group in writing that it has any liability arising out of any injury to individuals or property as a result of the ownership, possession or use of any such product sold by the ADC Group prior to Closing.
Buyers further acknowledge that they are acquiring the BCD Business without any representation or warranty, express or implied, by the ADC Group or any of their Affiliates except as expressly set forth in this Agreement or the Ancillary Agreements.
The Purchased Assets that constitute the ADC Group's Inventory with regards to the BCD Business, consist of raw materials, work-in-process, consignment and finished goods salable by the ADC Group in the ordinary course of business consistent with past practice; provided however Buyers acknowledge that there is excess inventory relative to historical and projected sales and such inventory may not be saleable in the ordinary course of business consistent with past practice.
To the Knowledge of the ADC Group, neither the operation of the BCD Business as currently conducted nor the use or occupation of any of the Premises violates any Environmental Law in such a way as to result in a Material Adverse Effect.
To the Knowledge of the ADC Group, none of the parties under any of the Leases is currently in default thereunder beyond any applicable grace or notice periods, nor has any party under any of the Leases committed any act or failure to act which, but for the passage of time or the giving of notices would constitute a default under any provision of any of the Leases, other than defaults which have not had or would not reasonably be expected to have a Material Adverse Effect.
Each of such Contracts is valid, binding and enforceable against the member of the ADC Group which is a party thereto and the other parties thereto, in accordance with its terms, and to the Knowledge of the ADC Group is in full force and effect, except where the failure to be a valid, binding and enforceable agreement or to be in full force and effect has not had a Material Adverse Effect.
To the Knowledge of the ADC Group, Schedule 3.23 lists all agreements, arrangements and currently proposed agreements and arrangements, by or between any ADC Foreign Subsidiary, on the one hand, with or for the benefit of any current or former partner, officer, director of any ADC Foreign Subsidiary, other than ordinary course of business employment agreements.
The parties understand and agree that, in addition to all other legal remedies, the ADC Group shall have a right to immediate injunctive relief in order to enforce the terms of this Section 5.24.
To the Knowledge of the ADC Group, no third party has infringed upon, misappropriated, or otherwise come into conflict with or violated any BCD Intellectual Property, except for such infringements, misappropriations, conflicts or violations that would not constitute a Material Adverse Effect.
Furthermore, a threshold of materiality being provided by the ADC Group on a particular section of the Disclosure Schedule is not intended to be an indication of the threshold of materiality for any other section of the Disclosure Schedule.