CSC Operations definition
Examples of CSC Operations in a sentence
No taxing Authority has asserted any claim for the assessment of any additional taxes of any nature with respect to any periods covered by any such tax returns, and all taxes or other charges required to be withheld or collected by Seller with respect to the CSC Operations have been duly withheld or collected and, to the extent required, have been paid to the proper taxing Authority or properly segregated or deposited as required by law.
No material adverse claim, dispute, governmental investigation, suit, action, arbitration, legal, administrative or other proceeding of any nature, domestic or foreign, criminal or civil, at law or in equity, is pending or, to the knowledge of the Seller, threatened by or against the Seller relating to the CSC Operations or the Assets.
Buyer shall preserve and retain the corporate, accounting, tax, legal and other records of the CSC Operations that shall come into Buyer's possession as a result of the transactions contemplated hereby for a period of not less than five (5) years from the Closing Date and give reasonable access to Seller, and Seller's officers, auditors, counsel, and other representatives for the purpose of preparing or defending tax returns or for other reasonable business purposes.
The Fishline Culture of Respect can be found in the CSC Operations Manual.
Notwithstanding any other provision of this Agreement, the Assumed Liabilities shall not include any liabilities or obligations of Seller with respect to accounts payable and payment obligations incurred in the conduct of the CSC Operations through and including September 30, 2001.
Except for the Excluded Assets, the Assets are all of the assets, properties, goodwill, and rights of every nature, kind and description, whether tangible or intangible, real, personal or mixed, wherever located, used in and material to, or necessary for the operation of, the CSC Operations.
Attached hereto as PARAGRAPH 7.6(b) of the Disclosure Schedule (the "OFFEREE SCHEDULE") is the list of those CSC Operations Employees who will receive offers of employment from Buyer or Buyer Parent for the period beginning as of the Closing.
PARAGRAPH 2.9 of the Disclosure Schedule is a true and complete list of (a) the suppliers of goods or services to the CSC Operations in an amount in excess of $15,000 individually or $30,000 in the aggregate within the six (6) months prior to June 30, 2001, and (b) customers with whom Seller has done business with respect to the CSC Operations within six (6) months prior to June 30, 2001.
Other than the Assumed Liabilities, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder or otherwise, any debts, liabilities (contingent or otherwise) or obligations of Seller or the CSC Operations of any nature whatsoever, whether the same are direct or indirect, fixed or contingent, or known or unknown, whether arising under an agreement or contract or otherwise.
PARAGRAPH 2.11 of the Disclosure Schedule sets forth all registered trademarks and service marks, all reserved trade names, all registered copyrights, and all issued patents, and all applications therefor, used in or necessary for the operation of the CSC Operations.