Examples of SMS Business in a sentence
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.
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.
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.
Each of the Company and its Subsidiaries (the “Company Entities”) is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation and has all requisite corporate or equivalent power and authority to own, lease and operate its properties and to carry on the SMS Business (to the extent such Company Entity carries on the SMS Business) as now conducted.
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.
None of the Company Entities or the SMS Business is subject to any Order except to the extent the same, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect.
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.
There are no Actions pending or, to the Knowledge of the Company, threatened against SunGard Data or any of its Subsidiaries (other than the Company Entities) before any Governmental Body, that relate to the SMS Business and that, individually or in the aggregate, have had or would reasonably be expected to have a Business Material Adverse Effect.
SunGard Data is not subject to any Orders that relate to the SMS Business except to the extent the same, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect.
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.