SunGard Entities definition
Examples of SunGard Entities in a sentence
All fees and expenses with respect to obtaining such approvals, consents and waivers shall be paid by the SunGard Entities pursuant to Section 9.5.
Prior to the Effective Time, 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 SunGard Entities and the Company Entities, complete control and supervision of all programs, employees, finances and policies of the Business.
The SunGard Entities shall provide updated information related to the Company Stock Basis from time to time as reasonably requested by the Datatel Entities and shall provide the Datatel Entities with an updated calculation of the Company Stock Basis along with a reasonably detailed calculation thereof between twenty five (25) Business Days and fifteen (15) Business Days prior to the date that is reasonably expected to be the Closing Date.
The SunGard Entities and their Subsidiaries (including the Company Entities) have taken commercially reasonable security measures to protect the confidentiality of the material Trade Secrets of the Business.
The SunGard Entities 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 Business execute confidentiality and Intellectual Property assignment and/or employee’s rights agreements with the SunGard Entities, the Company or their respective Subsidiaries, as applicable.
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The SunGard Entities agree to use commercially reasonable efforts in a manner consistent with past practices prior to the Closing to recover or pursue recovery for such Reimbursable Insurance Claims and to deliver the proceeds thereby recovered to the Company.
The SunGard Entities shall inform the IRS personnel handling the SunGard Entities’ spin-off ruling request about the IRS Submissions; provided that the Datatel Entities may participate in any communication so informing the IRS.
Notwithstanding anything to the contrary contained herein, Parent, the Surviving Corporation and the SunGard Entities shall be entitled to deduct and withhold from all amounts payable pursuant to this Agreement such amounts as are required to be deducted and withheld under any applicable Tax Law.
Within ten (10) Business Days after the date hereof, the SunGard Entities shall make available to the Datatel Entities a calculation of the Company Stock Basis along with reasonable supporting detail, as well as any books, records and studies related to the Company Stock Basis that may be useful to the basis determination by the Datatel Entities.