TMR Business definition

TMR Business shall have the meaning set forth in the first Recital.
Sample 1

Examples of TMR Business in a sentence

  • None of the Permitted Encumbrances could reasonably be expected to materially impair the continued use and operation of the Purchased Assets to which they relate in the conduct of the TMR Business.

  • There shall have been no Material Adverse Effect from the date hereof through the Closing Date as it relates to the TMR Business.

  • All other assets, properties, rights and claims primarily used, held for use or intended to be used in, or related to, the TMR Business.

  • The Purchased Assets meet all applicable standards under all Environmental and Safety Laws for the purposes of conducting the TMR Business as currently conducted.

  • No Seller nor any property or asset of any Seller is subject to any Order or any proposed Order that would prevent or materially delay the consummation of the Transaction or would have a Material Adverse Effect on the TMR Business.

  • No Legal Requirement shall be in effect which prohibits or materially restricts the consummation of the Transaction at the Closing, or which otherwise adversely affects in any material respect the right or ability of Buyer to own, operate or control the TMR Business or the Purchased Assets, in whole or material part, and no Proceeding is pending or threatened in writing by a Governmental Authority which is reasonably likely to result in a Legal Requirement having such an effect.

  • Any and all documents necessary to properly record the assignment to Buyer of all of Sellers’ right, title and interest in and to the TMR Business Intellectual Property, including (i) a trademark assignment, in the form of Exhibit 3.2(b)(i) attached hereto, for all of the Trademarks (the “Trademark Assignment”) and (ii) a patent assignment, in the form of Exhibit 3.2(b)(ii) hereto, for all of the Patents (the “Patent Assignment”).

  • Sellers are in possession of all Governmental Approvals necessary for Sellers to own, lease and operate their respective properties or to carry on the TMR Business as it is now being conducted.

  • Buyer desires to purchase from Sellers, and Sellers desire to sell to Buyer, substantially all of the assets, properties, rights and claims of the TMR Business on the terms and conditions set forth herein.

  • Each Seller has withheld and paid all Taxes relating to the TMR Business required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

Related to TMR Business

  • Former Business means any corporation, partnership, entity, division, business unit, business or set of business operations that has been sold, conveyed, assigned, transferred or otherwise disposed of or divested (other than solely in connection with the Restructuring), in whole or in part, or the operations, activities or production of which has been discontinued, abandoned, liquidated, completed or otherwise terminated, in whole or in part, in each case, by either Group prior to the Distribution Time.

  • Similar Business means (1) any business conducted or proposed to be conducted by the Borrower or any of its Restricted Subsidiaries on the Closing Date, and any reasonable extension thereof, or (2) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Borrower and its Restricted Subsidiaries are engaged or propose to be engaged on the Closing Date.

  • Active Trade or Business means the active conduct (determined in accordance with Section 355(b) of the Code) of the trades or businesses described in the Tax Opinion Representations for purposes of satisfying the requirements of Section 355(b) of the Code as it applies to the Transactions with respect to the businesses conducted by members of the SpinCo Group that are the ATB Entities.

  • Other Business(es means any business activity we or our Affiliates engage in, other than the licensing of the Hotel.

  • Micro Business means a company which either:

  • Minority Business means a business:

  • Associated Business means a business that owns at least 50% of and controls, directly or indirectly, an authorized business.

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

  • Sold Entity or Business has the meaning specified in the definition of the term “Consolidated EBITDA.”

  • Acquired Entity or Business has the meaning specified in the definition of the term “Consolidated EBITDA.”

  • food business means any undertaking, whether for profit or not and whether public or private, carrying out any of the activities related to any stage of production, processing and distribution of food;

  • Qualified business means an eligible business that:

  • Business has the meaning set forth in the Recitals.

  • Company Business means the business of the Company as presently conducted.

  • Specified Business means a business of a kind prescribed by the regulations to be a specified business; tenant, in relation to a lease, means the person who, under the lease, is or would be entitled to occupy the premises the subject of the lease; Tribunal means the State Administrative Tribunal;

  • Core Business means any material line of business conducted by the Company and its Subsidiaries as of the Closing Date and any business directly related thereto.

  • Subject Business means the policy or policies that are the subject of the Insurance Business Transfer Plan.

  • Excluded Business has the meaning set forth in Section 6.10.

  • Restricted Business has the meaning set forth in Section 6.7(a).

  • minority business enterprise means any small contractor or supplier of materials fifty-one percent or more of the capital stock, if any, or assets of which is owned by a person or persons: (1) who are active in the daily affairs of the enterprise, (2) who have the power to direct the management and policies of the enterprise, and (3) who are members of a minority, as such term is defined in subsection (a) of Connecticut General Statutes § 32-9n; and

  • Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—