TS Business definition
Examples of TS Business in a sentence
Except for transactions contemplated by this Agreement and except as set forth in Section 3.8 of the Seller Disclosure Schedules, from July 2, 2016 through the date of this Agreement, (a) the TS Business has been conducted, in all material respects, in the ordinary course of business consistent with past practice and (b) there has not been any Effect that, individually or in combination with any other Effect that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.
The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole.
All material filing, examination, issuance, post registration and maintenance fees, annuities and the like associated with or required with respect to any of the TS Business Registered IP have been paid.
Immediately prior to the Closing, the Companies or one of their Subsidiaries will be the record owner of the TS Business Registered IP and the exclusive owner of all right, title and interest in and to the TS Business IP, in each case free and clear of all Encumbrances, other than Permitted Encumbrances.
No later than 180 days after the determination of the Cash Purchase Price pursuant to Section 2.5 the Seller shall deliver to the Buyer prepared IRS Forms 8594 and any required exhibits thereto allocating the Purchase Price for the TS Business among the assets of the TS Business in a manner consistent with this Section 2.6, which shall be subject to the approval of the Buyer, not to be unreasonably withheld, conditioned or delayed.
Section 3.13 of the Seller Disclosure Schedules sets forth a correct and complete list, as of the date hereof, of all material U.S. insurance policies and coverage (including self-insurance programs but excluding health and welfare benefits) maintained by or otherwise relating to the TS Business and its properties, assets and businesses, including, for each, the type of coverage, carrier and term.
The Seller and the Buyer agree that the Purchase Price will be allocated among the assets of the TS Business for all Tax purposes in a manner consistent with Section 1060 of the Code and the regulations promulgated thereunder.
Each of the Unaudited Financial Statements were derived from the books and records of the Seller and its Affiliates and fairly presents, in all material respects, the combined financial position and results of operations of the TS Business as at the respective dates thereof and for the respective periods indicated therein in accordance with GAAP, except for as described in such Unaudited Financial Statements, applied on a consistent basis throughout the periods covered thereby.
The TS Business is in compliance with the terms of each such outstanding Order.
Each material insurance policy or coverage maintained by or otherwise relating to the TS Business and its properties, assets and businesses is in full force and effect, all premiums due and payable thereunder have been paid in full, and no party thereto is in default with respect to the obligations under any such policies or has otherwise failed to comply in all respects with the terms and conditions of such policies.