DMD Business definition
Examples of DMD Business in a sentence
No VERITAS Party and no officer, director, employee or agent of any VERITAS Party is a party to any pending or, to the Knowledge of VERITAS, threatened, Proceeding relating to the DMD Business, any Asset or any of the transactions contemplated by any Transaction Agreement.
The purpose of the that information so furnished is to provide information to Sonic in order to enable Sonic to structure the compensation arrangements it is proposing to the DMD Employees.) With respect to the DMD Employees and the DMD Business generally, there is no presently pending, and to the Knowledge of VERITAS there is not threatened, any: (a) strike, slowdown, picketing or work stoppage or (b) application for certification of a collective bargaining agent.
Except as shown on Schedule 3.8, no VERITAS Party and no other VERITAS Sub is a party to or bound by any non-competition or other agreement, commitment, judgment, injunction, order or decree that prohibits or restricts the use of any Asset or the conduct of the DMD Business.
For example, Sonic is not assuming any trade payables or indebtedness for borrowed money of any VERITAS Party, whether or not related to the DMD Business or any Assets, or any “earnout” obligation to the former owners of Prassi Europe.
For example, although the telephone system located at the Property is an Excluded Asset, Sonic employees will need access to that system during a transition period to enable Sonic to operate the DMD Business.
Also, after the Closing, without the need for any further consent, Sonic may assign rights under Article VII to any Person, other than a competitor of the VERITAS Parties, that acquires all or a substantial portion of the Assets or the DMD Business, it being understood, again, that any such assignment shall not relieve Sonic of any obligation under this Agreement.
No VERITAS Party has any union contract or collective bargaining agreement with any DMD Employee, and no VERITAS Party is currently engaged in any labor negotiations related to the DMD Business or any DMD Employees.
No VERITAS Party is subject to any decree, judgment or order of any Government Entity relating to the DMD Business, any Asset or any such transaction.
The items shown on those financial statements shall have been prepared substantially in accordance with GAAP, shall fairly present the revenues and direct expenses of the DMD Business for the periods indicated in all material respects, shall not materially deviate from the figures previously furnished by the VERITAS Parties to Sonic and shall be accompanied by an audit opinion of KPMG.
The VERITAS Parties shall pay any and all sales and other transfer Taxes resulting from the sale of the Assets (including respecting any Late-Identified Assets transferred under Section 5.15) and the DMD Business to Sonic and the other transactions contemplated by the Transaction Agreements.