Mobility Business definition

Mobility Business means the business of the Company existing just prior to the Effective Time which provides modular, configurable customized solutions on Window mobile platform.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Mobility Business means the worldwide design, engineering, manufacturing, use, marketing, sale and distribution of integrated circuits and related Software for use in mobile phone and other wireless data and voice communications products consisting of the following mobility businesses of Seller and its Subsidiaries: (i) cellular modem solutions for GSM technology based handsets including GPRS and EDGE and (ii) 3G based handsets and custom integrated circuits for use in satellite digital radio receivers, as currently carried on by the Mobility Products Group of Seller, but excluding (a) any Seller manufacturing and assembly and test facilities, (b) any billing, order entry, fulfillment, accounting, collections, sales and other centralized functional organizations within, or controlled by, Seller, and (c) the operations of the Mobility Products Group located in Australia and Israel.

Examples of Mobility Business in a sentence

• No Governmental Body has claimed that the Purchased Assets or the Mobility Business are subject to Tax in a jurisdiction in which the required Tax Returns have not been filed by Seller or its Subsidiary.

• Schedule A of Appendix F to the Intellectual Property Agreement contains a complete and accurate list of all registered Trademarks and pending applications for registration of Trademarks that are used or held for use primarily in the operation or conduct of the Mobility Business (the “Assigned Marks”).

• Neither Seller nor any Subsidiary is in violation of or in noncompliance with any covenant, condition, restriction, order or easement affecting any Premise where such violation or noncompliance, individually or in the aggregate, could reasonably be expected to be material to the Mobility Business.

• There are no contractual or legal restrictions precluding or restricting the ability to use any of the Premises for the current and contemplated use of such real property with respect to the Mobility Business.

• Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on the Mobility Business as currently conducted by it and to own or lease and operate the assets used in the conduct or operation of the Mobility Business.

• The historical financial information relating to the Mobility Business set forth on Schedule 3.12(b) was prepared in good faith by Seller’s management and is based upon reasonable assumptions.

• To Seller’s knowledge, there is no basis for any such action, suit, decree, proceeding, arbitration or investigation not disclosed on Schedule 3.9 that, individually or in the aggregate, could reasonably be expected to be material to the Mobility Business.

• Schedule 3.15 includes copies of the standard terms and conditions of sale for the products of the Mobility Business (containing applicable guaranty, warranty and indemnity provisions).

• Promptly after the date hereof, Seller will provide to Buyer all information not provided in Schedule 3.10(a) required to be disclosed by applicable Law of the jurisdiction in which the Business Employee is located in connection with the sale of the Mobility Business.

• Without limiting the generality of the foregoing, Seller and each Subsidiary is in compliance with all applicable export control Laws by which the Mobility Business or the Purchased Assets are bound or affected except for instances of noncompliance or possible noncompliance that, individually or in the aggregate, could not reasonably be expected to be material to the Mobility Business.