Rochas Business definition
Examples of Rochas Business in a sentence
Neither the Seller nor any of its Subsidiaries has taken any step with a view to a suspension of payments or a moratorium of any indebtedness nor have any of them made any voluntary arrangement with any of their creditors, in each case as with respect to the Rochas Business.
Each Party agrees to use its Commercially Reasonable Efforts to retain all Information that relates to the operations of the Rochas Business in its respective possession or control at the Closing in accordance with their respective then existing document retention policies, as such policies may be amended from time to time.
None of the Governmental Approvals required for the continued conduct of the Rochas Business as such business is currently being conducted will lapse, terminate, expire or otherwise be impaired as a result of the consummation of the transactions contemplated hereby or by the Ancillary Agreements, except as has not been and would not reasonably be expected to be material to the Rochas Business.
The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement.
For the avoidance of doubt, “Shared Operational Real Property” will be deemed to include any real property utilized by Seller’s “Global Business Services” unit and other corporate supporting functions to provide support to the Rochas Business.
The access to Information, witnesses and individuals being granted pursuant to Section 4.06 and the disclosure to Seller and Acquiror of Privileged Communications relating to the Rochas Business pursuant to this Agreement in connection with the transactions contemplated hereby will not be asserted by Seller or Acquiror to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 4.07 or otherwise.
Each of Seller and its Subsidiaries has performed all obligations required to be performed by it to date under the Rochas Material Contracts to which it is a party and is not in breach of or default thereunder and, to the Knowledge of Seller, no other party to any Rochas Material Contract is in breach of or default thereunder in any respect that would reasonably be expected to be, individually or in the aggregate, material to the Rochas Business.
Acquiror has conducted its own independent investigation, review and analysis of the Rochas Business and the Acquired Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of Seller for such purpose.
Subject to the terms and conditions of this Section 4.10, Seller, on behalf of itself and its Affiliates as necessary, hereby grants to Acquiror a limited, non-transferable, non-sublicensable, non-exclusive, royalty-free license, for the six-month period following the Closing Date (the “Transition Period”), to use the Seller Names and Marks in connection with the Rochas Business in the manner set forth in Section 4.10(d).
Seller is engaged, directly and indirectly through certain of its Subsidiaries, notably including the Obligees, in the Rochas Business.