Examples of DVD Business in a sentence
Seller has no union contracts or collective bargaining agreements with, or any other obligations to, employee organizations or groups relating to the DVD Business, nor is Seller currently engaged in any labor negotiations related to the DVD Business except in minor grievances not involving any employee organization or group, nor, to the knowledge of Seller, is Seller the subject of any union organization affecting the DVD Business.
Buyer shall have the right, but not the obligation, to --------- offer employment to any employee utilized in the operations of the DVD Business other than the employees of Seller identified in the Consulting Agreement at the salary levels and on other terms, conditions and contingencies to be determined in Buyer's sole discretion.
Seller shall bear all sales or use taxes and any transfer, -------------- transfer gain, gross receipts, customs duties, value added and other taxes and government charges upon the sale of the Assets and the DVD Business from the Seller to the Buyer pursuant to this Agreement.
Effective at the Closing, Seller shall Transfer and --------- delegate to Buyer, and Buyer shall assume, all rights to and, subject to Section 2.2, duties under those agreements of Seller ----------- relating to the DVD Business (including license agreements and agreements for the distribution of products) listed on Schedule -------- 2.1(b), including without limitation all rights to refunds, ------ deposits and all other payments thereunder (collectively, the "Contracts").
There is no pending or, to Seller's knowledge, threatened, labor dispute, strike or work stoppage affecting the DVD Business.
Seller owns, leases or has the legal right to use all Assets and, with respect to contract rights under the Contract, the Seller is a party to and enjoys the rights to the benefits of all Contracts in the conduct of the DVD Business.
Seller has delivered to Buyer ------------------------------ copies of each of the standard form warranties or guarantees used in the DVD Business relating to the Computer Programs; except as set forth in Schedule 3.19, there have been no material variations of the ------------- material provisions of such product warranties.
Except as otherwise noted in Schedule 3.19, neither Seller nor the DVD Business is ------------- subject to any pending or, to the knowledge of Seller, threatened product liability claim or action relating to the Computer Programs, and there is no basis for any claim or action in the future.
Schedule 2.1(b) sets forth all written Contracts under -------------- which Seller has disclosed any confidential proprietary rights relating to the DVD Business, including without limitation source codes.
The Seller (i) is a corporation duly -------------------------- organized, validly existing under the laws of Japan; (ii) has all necessary corporate power to own and lease its properties, to carry on the DVD Business as now being conducted and to enter into and perform the Transactional Agreements to which it is a party; and (iii) is qualified to do business in all jurisdictions in which the failure to so qualify would have a material adverse effect on the DVD Business.