Gendex definition

Gendex. License. Seller shall grant to Purchaser an exclusive license and right to use the trademark/trade name "Gendex" (in conjunction with the word "medical" and "Del" if used in any corporate name) for a period of five (5) years following the Closing Date in connection with the manufacture and sale of (i) the Products; and (ii) all other new medical imaging products that may be developed by Purchaser in accordance with the Trademark License Agreement attached as Schedule 7.3.
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Gendex. (the "Business"); (ii) Dentsply and its affiliates have had access to the confidential affairs and proprietary information of the Gendex Division and their affiliates not readily available to the public; (iii) the agreements and covenants of Dentsply contained in this Section 1 are essential to the business and goodwill of the Gendex Division; and (iv) Del and GDM would not consummate the Asset Purchase Agreement without the non-compete covenants contained herein. Accordingly, and except as expressly provided pursuant to Section 1.2 hereof, Dentsply does hereby agree, that, it will not, nor will its affiliates directly or indirectly, as a shareholder, director, officer, partner, joint venturer, employee, consultant or agent, in the Territory, as hereinafter defined, at any time during the Restricted Period, as hereinafter defined:
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Gendex whether used as trademarks, service marks, trade names, logos or in any other manner, except that Seller and Purchaser shall enter a licensing agreement in accordance with Section 7.3 of this Agreement.
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Examples of Gendex in a sentence

  • Purchaser agrees that it shall employ substantially all of the employees of the Gendex Division after Closing, provided that to the extent Purchaser does not continue the employment of certain employees of the Gendex Division, Seller shall pay, within a reasonable time after Closing, the severance benefits, if any, to such employees.

  • The price of such Fabricated Parts shall be equal to Seller's intra-company transfer prices ("Base Prices") charged to the Gendex Division during calendar year 1995 (the "Base Year") (a complete list of Fabricated Parts and Base Prices is specifically attached to Schedule 7.9) plus an increase not to exceed three (3%) percent.

  • The words "Sellers' knowledge," "knowledge of Sellers," "known to Sellers" or words or similar import, mean the knowledge of any officer of the Sellers, any Gendex Management Employees, Jean Mic▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇den.

  • To the extent that the Gendex Operating Unit Net Working Capital exceeds $23,661,000, Buyer shall pay such additional amount to Dentsply.

  • It is hereby expressly understood and agreed that the Gendex Division's Assets are to be transferred and conveyed to Purchaser as above specified, in the condition existing at the time of this Agreement, by good and sufficient ▇▇▇▇ of sale, and other necessary documents of transfer, free and clear of all liens, charges, encumbrances, debts, liabilities and obligations whatsoever, except those which are or arise out of obligations which are expressly assumed by Purchaser hereunder.

  • During Year One, Seller shall sell such dental systems to Purchaser at prices equal to Seller's intra-company transfer prices charged to the Gendex Division during calendar year 1995 (which shall include a three (3%) percent increase over the current transfer prices) plus seven (7%) percent ("Dental Systems Base Prices").

  • Subject to the provisions of Section 13 hereof, on the Closing Date, Seller shall assign to Purchaser the lease for the Facility where the Gendex Division currently conducts its operations, and Purchaser shall assume Seller's obligations thereunder.

  • To the best of Seller's knowledge, set forth on Schedule 5.5 is a complete and accurate list of all Material (as defined herein) contracts and other agreements, oral and written, to which Seller is a party on behalf of the Gendex Division.

  • The parties hereto will cooperate with each other in connection with any audit by the Internal Revenue Service or any other tax authority of any tax return to the extent relevant to the operations of the Gendex Division prior or subsequent to the Closing Date.

  • Subject to the exceptions set forth in the following sentence, Schedule 5.10 hereto lists all employees and consultants of the Gendex Division and indicates their salaries, fees and most recent bonuses, if any, their rights to future bonuses (or deferred portions of prior bonuses), if any, vacation, severance, insurance and other benefits and their respective ages, job titles, dates of hire and social security numbers.


More Definitions of Gendex

Gendex and together with the Company, RFI, Dynarad, Bertan High Voltage, and Del Medical hereinafter referred to collectively as the "Debtors") and The Chase Manhattan Bank (successor by merger to the Chase Manhattan Bank, N.
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Gendex and, collectively with Del, RFI, Dynarad, Bertan High Voltage and Gendex, sometimes referred to as the "Borrowers") with The Chase Manhattan Bank (the "Bank") Gentlemen: We have acted as counsel to the Borrowers and have been requested by the Bank to render our opinion with respect to the authorization and execution of the Third Amendment to Amended and Restated Credit Agreement, dated of even date herewith, among each of the Borrowers and the Bank (the "Amendment"); Terms used herein and not otherwise defined herein shall have the meanings ascribed to those terms in the Amended and Restated Credit Agreement, dated as of March 5, 1996, by and among the Borrowers, as amended by the First Amendment to Amended and Restated Credit Agreement dated as of August 2, 1996, by and among the Borrowers and the Bank, the Second Amendment to Amended and Restated Credit Agreement dated as of August 1, 1997, by and among the Borrowers and the Bank, the Third Amendment to Amended and restated Credit Agreement dated as of July 31, 1998, by and among the Borrowers and the Bank. We advise you that we have examined and relied upon originals or copies certified to our satisfaction of the Certificate of Incorporation and By-Laws of each of the Borrowers; minutes of meetings of the Board of Directors of each of the Borrowers; the Loan Documents; and such other corporate records, documents, instruments and certificates of, and communications from, officers and representatives of each of the Borrowers and certain public officials concerning the incorporation and good standing of each of the Borrowers and such other investigations and examinations as we have deemed necessary or appropriate as the basis for the opinions hereinafter expressed. In making such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of documents submitted to us as certified or photostatic copies. We have not, except as specifically noted in this opinion, made any independent review or investigation as to factual matters as a basis for the opinions hereinafter expressed. Where we render an opinion "to the best of our knowledge" or concerning an item "known to us" or our opinion otherwise refers to our knowledge, it is based solely upon (i) an inquiry of attorneys within this firm who perform legal services for the Borrowers, (ii) receipt of a certificate executed by an officer of one or more of...
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Related to Gendex

  • Gender means actual or perceived sex and shall include a person’s gender identity or expression.

  • Female means a person who is a citizen or lawful permanent resident of the United States and who is of the female gender.

  • Gender expression means how a person presents their gender. This can include behaviour and appearance, including dress, hair, make-up, body language and voice. This can also include name and pronoun, such as he, she, or they. How a person presents their gender may not necessarily reflect their gender identity.

  • Gender transition means the process of a person changing the person's outward appearance or sex characteristics to accord with the person's actual gender identity.

  • Transgender person means a person whose gender does not match with the gender assigned to that person at birth and includes trans-man or trans-woman (whether or not such person has undergone Sex Reassignment Surgery or hormone therapy or laser therapy or such other therapy), person with intersex variations, genderqueer and person having such socio-cultural identities as kinner, hijra, aravani and jogta.