Peripherals Business definition
Examples of Peripherals Business in a sentence
Seller agrees that, from the Effective Date and continuing until the earlier of the Closing Date or the termination of this Agreement according to its terms, Seller will carry on the Desktop Peripherals Business in the ordinary course and consistent with Seller's past practice (taking into account the sale of the Purchased Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser.
SCHEDULE 10 sets forth each material Intellectual Property Right in connection with the development, manufacture, use or sale of the Products that a third party owns and that Seller uses pursuant to a license, sublicense, agreement or other permission, except for licenses entered into in the ordinary course of the Desktop Peripherals Business or standard "shrink-wrap" licenses for off-the-shelf software products.
Set forth in SCHEDULE 11 is a complete and accurate list, as of the Effective Date, of the employees of Seller who currently work full-time in the Desktop Peripherals Business ("EMPLOYEES"), including, for each Employee, such Employee's title, date of hire and adjusted service date and location at which such Employee is working as of the Effective Date.
The parties acknowledge that, in addition to the Purchased Assets, certain assets related to the Desktop Peripherals Business also are essential to other businesses conducted by Seller or licensed by Seller to third parties.
Seller has all requisite corporate power and authority to carry on the Desktop Peripherals Business as now conducted and to enter into this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby.
Seller agrees that, from the Effective Date and continuing until the earlier of the Closing Date or the termination of this Agreement according to its terms, Seller will provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purposes of (i) negotiating offers of employment contingent upon the Closing and (ii) identifying the assets and tools used by such Employee in the ordinary course of performing services in the Desktop Peripherals Business.
Each of Seller and Parent further recognizes and acknowledges that such covenants are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Peripherals Business and are reasonable in all respects.
No Business Asset is bound or affected by any judgment, injunction, order or agreement that restricts or prohibits its use, or following the Closing, would restrict or prohibit its use, in the Desktop Peripherals Business as presently conducted by Seller.
SCHEDULE 12 is a true and complete list of all customers of the Desktop Peripherals Business as of the Effective Date ("CUSTOMERS").
Zilog and Seco▇ ▇▇▇ee that Seco▇ ▇▇▇l be Vice President and General Manager, Consumer & Peripherals Business Unit of Zilog for the period commencing on January 27, 1997 and ending November 5, 1998.