Examples of SMS Business in a sentence
After the Asset Closing, to the extent SunGard Data or its Subsidiaries previously has received or receives any mail or packages addressed and delivered to SunGard Data or its Subsidiaries that relates to the SMS Business, the Maintenance Business, the Company or its Affiliates, SunGard Data shall promptly deliver such mail or packages to Parent.
There are no Actions pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective executive officers relating to the SMS Business before any Governmental Body, that, if adversely determined, individually or in the aggregate, have had or would reasonably be expected to have a Business Material Adverse Effect.
Prior to the Asset Closing, each of the Parties shall exercise and be responsible for, consistent with the terms and conditions of this Agreement and applicable Law (including the HSR Act), complete control and supervision over their respective operations, including, in the case of the Seller Parties and their Subsidiaries, complete control and supervision of all programs, employees, finances and policies of the SMS Business.
Nothing in this Agreement will prohibit the Purchaser Parties from using the words “HIGHER” or “EDUCATION” independently of any SunGard Xxxx or using the SunGard Marks in a non-trademark manner to describe the history of the SMS Business or as required or permitted by Law.
To the Knowledge of the Company, (i) there is no threatened termination of any of such policies and (ii) there is no material claim pending regarding the SMS Business or the Company or any of its Subsidiaries under any of such policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies.
The Seller Parties and their Subsidiaries (including the Company Entities) have in place and take commercially reasonable efforts to enforce a practice whereby all of their respective officers, employees, consultants and contractors that may develop material Intellectual Property of the SMS Business execute confidentiality and Intellectual Property assignment and/or employee’s rights agreements with SunGard Data, the Company or a Company Subsidiary.
The Seller Parties and their Subsidiaries (including the Company Entities) have taken commercially reasonable security measures to protect the confidentiality of the material Trade Secrets of the SMS Business.
Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries.
To the extent related to the SMS Business, the Company Entities and SunGard Data and its other Subsidiaries have not received any written notice of or been charged with the violation of any such Laws, except where such violation, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect.
The Seller Parties shall not, and shall cause their Affiliates not to, engage in any activity intended to discourage any SMS Employee from accepting the offer of employment from Purchaser, and the Seller Parties shall not, and shall cause their Affiliates not to, offer employment to any SMS Employee with any business of the Seller Parties or any of their Affiliates (other than the SMS Business) between the date hereof and the Asset Closing Date.