TMR Business definition
Examples of TMR Business in a sentence
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 has misrepresented, or failed to disclose, and no Seller has any Knowledge of any misrepresentation or failure to disclose, any fact or circumstances in any application for any TMR Business Registered Intellectual Property Right that would constitute fraud or a misrepresentation with respect to such application or that would otherwise reasonably be expected to affect the validity or enforceability of any TMR Business Registered Intellectual Property Right.
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.
For a period of three (3) years after the Closing, Sellers shall maintain in full force and effect product liability insurance on all TMR Products and other products of the TMR Business manufactured or sold prior to the Closing Date in an amount no less than Five Million Dollars ($5,000,000).
For purposes of clarification, the provisions of this Section 6.2 are not intended to restrict Sellers from engaging in any activities necessary for Sellers to raise financing from any third party financing source (other than any medical device company which competes or intends to compete with the TMR Business).
No claim has ever been made by any Governmental Authority in a jurisdiction where no Seller files any Tax Returns relating to the TMR Business that it is or may be subject to taxation by that jurisdiction.
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.
There are no existing contracts, transactions, indebtedness or other arrangements, or any related series thereof, between any Seller, on the one hand, and any of the directors, officers or other affiliates of any Seller, on the other hand, related to the TMR Business which are to be assumed by Buyer hereunder..
Buyer shall be responsible for and shall pay any Taxes arising or resulting from or in connection with the conduct of the TMR Business or the ownership of the Purchased Assets attributable to the Post-Closing Period.
Since January 1, 2005, no Seller has received notice from any Person claiming that such operation or any products or services of the TMR Business (including any currently under development) infringes or misappropriates any Intellectual Property Rights of any Person (including any right of privacy or publicity), or defames or libels any Person or constitutes unfair competition or trade practices under the laws of any jurisdiction (nor does any Seller have Knowledge of any basis therefor).