PMD Business definition
Examples of PMD Business in a sentence
Until such time as the relevant Permits and Environmental Permits have been transferred to Buyer or its Affiliates, Buyer or its relevant Affiliate(s) shall comply with all applicable Environmental Laws, Permits and Environmental Permits, including all reporting obligations and financial assurance obligations, that remain in APD’s name or the name of another Seller of PMD Assets and that relate to the PMD Business.
The parties hereto agree that upon written request from the other that certain Information relating to the PMD Business or the transactions contemplated hereby be retained in connection with an Action, the parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting party.
APD and Buyer shall cooperate reasonably with each other in, and use commercially reasonable efforts to pursue, the collection of all such insurance proceeds in respect of Liabilities relating to the PMD Business in respect of any periods prior to the Closing.
Each of APD (in respect of the PMD Business), the PMD Share Sellers, the PMD Asset Sellers (in respect of the PMD Business) and the Transferred PMD Companies is qualified or licensed to do business in each jurisdiction in which ownership of property or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to be materially adverse to the PMD Business.
Buyer acknowledges and agrees that neither APD nor any of the Sellers or their Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Transferred PMD Companies, their Subsidiaries, the PMD Assets, the PMD Business or other matters that is not specifically included in Article III of this Agreement as modified by Seller’s Disclosure Schedule.
Since October 1, 2012 through the date hereof, none of APD, any PMD Asset Seller or any Transferred PMD Company has received any written notice of any material claim for personal injury or property damage as a result of any defect or other deficiency (whether of design or materials) with respect to any product developed, marketed, manufactured, distributed or sold by, the PMD Business (each, a “Product Liability Claim”).
Buyer has conducted its own evaluation of the PMD Business and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the PMD Shares and the Acquired PMD Assets and of its assumption of the Assumed Liabilities.
Seller has made available to Buyer copies of the deeds and other instruments by which the Transferred PMD Companies or the PMD Asset Sellers (in respect of the PMD Business) have acquired the Owned Real Property and copies that APD has in its possession of all title insurance policies, opinions, abstracts and surveys relating to the Owned Real Property.
Section 3.21 of the Seller’s Disclosure Schedules lists, as of the date hereof, all material arrangements, understandings or Contracts that include an obligation to provide goods, services or other benefits, between or among the Sellers and their Affiliates with respect to the PMD Business, the PMD Assets or the Assumed Liabilities.
Since October 1, 2013, none of APD or any of its Affiliates or any other Persons that act for or on behalf of any of the forgoing, has received any notice from any Governmental Authority of material noncompliance with any such applicable export controls, regulations, or laws with respect to the PMD Business.