Coflex Business definition
Examples of Coflex Business in a sentence
In light of the foregoing, during the three-year period beginning on the Closing Date, the Company Group shall, and shall cause its Affiliates, directors, officers, employees and Representatives to, maintain the confidentiality of, and refrain from using or disclosing for any purposes, whether directly or indirectly, to any Person, all Confidential Information that exclusively relates to the Coflex Business.
To the Seller’s Knowledge, (a) there are no Proceedings pending and served or threatened in writing against any member of the Company Group alleging any violation of or Liability under any applicable Environmental Law; and (b) the OUS Coflex Business does not include products containing any Hazardous Materials, in each case so as to give rise to any material liabilities under applicable Environmental Laws.
The books of account and other records of each member of the Company Group, all of which have been made available to Buyer, are complete and correct in all material respects, represent actual, bona fide transactions related to the OUS Coflex Business, and have been maintained in accordance with sound business practices.
All of the assets of Seller and its Affiliates (excluding members of the Company Group) that are used exclusively in the OUS Coflex Business are included in the Acquired Assets (as defined in the US Purchase Agreement).
In light of the foregoing, during the three-year period beginning on the Closing Date, the Seller shall, and shall cause its Affiliates, directors, officers, employees and Representatives to, maintain the confidentiality of, and refrain from using or disclosing for any purposes, whether directly or indirectly, to any Person, all Confidential Information that exclusively relates to the Coflex Business.
Each member of the Company Group is, and for the previous two (2) years (“Lookback Period”) has been, in material compliance with (a) all Laws and all Orders to which it or its properties or assets are subject, and (b) all Privacy Policies applicable to the conduct of the OUS Coflex Business.