DSD Business definition
Examples of DSD Business in a sentence
The parties hereto are parties to that certain Asset Purchase Agreement dated December 2, 2008 (the “Asset Purchase Agreement”) pursuant to which Buyer has agreed to purchase from Seller and Saramar all of the assets of the DSD Business (as defined in the Asset Purchase Agreement).
All Taxes in respect of the income of the DSD Business for the period or portions of periods ending on or prior to the Closing Date shall be borne by the Seller Parties.
Except as set forth on Schedule 4.9, Seller has not received written notice of any claim by any Taxing Authority in any jurisdiction where it does not file Tax returns or pay Taxes that it is or may be subject to Tax by that jurisdiction solely as a result of its ownership or operation of the DSD Business.
Following the Closing, Seller shall use commercially reasonable efforts to provide to Buyer all tangible embodiments of the DSD Intellectual Property identified by Seller in any materials relating solely to the DSD Business.
Except as set forth on Schedule 4.15, no Seller Party receives and no Person has a right to receive any royalty or similar payment in respect of the DSD Business Marks.
Except for the ▇▇▇▇ ▇▇▇ Corporation Severance Pay Plan and the ▇▇▇▇ ▇▇▇ Corporation Severance Pay Plan for A & B Level Executives or as provided under any Labor Contract in which Hired Personnel participate (the “Severance Plans”), the DSD Business has no oral or written severance policy or other severance obligation.
The Seller Parties are engaged in, among other things, the DSD Business.
An accurate and complete list of the Owned Vehicles used in the DSD Business as of October 24, 2008, is attached as Schedule 4.13-2.
Pension liabilities under Multiemployer Plans with respect to the employees of the DSD Business to be hired by Buyer at Closing; provided, however, that if Buyer discontinues operations at the Hayward, CA Facility during the 180-day period following the Closing, Seller will indemnify and hold Buyer harmless for any withdrawal liability in excess of $60,000.00 which is incurred by Buyer under the Multiemployer Plans related to said Facility on account of such shutdown.
For each registered DSD Business ▇▇▇▇, Schedule 4.15 lists the jurisdiction of registration and the applicable application, registration or serial number.