Clear Software definition

Clear Software means the CLEAR software application(s) and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that CLEAR makes available to Company as part of the Services.

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Clear Software has not given or made any express or implied warranties with respect to any of its Software Products (as defined in Section 5.11(a) hereof) or services performed by them, except for the limited warranties stated in standard form customer contracts, in the forms attached to the Disclosure Schedule, with modifications that, in the aggregate, would not have a Material Adverse Effect on Clear Software.

Clear Software has the right to use, has the right and power to sell and has taken reasonable measures to maintain and protect the Intellectual Assets.

Examples of Clear Software in a sentence

Clear Software has not participated in an international boycott within the meaning of Section 999 of the Code.
The Board of Directors of Clear Software shall recommend that Clear Software's Shareholders approve the Merger and take all lawful action to solicit such approval.
Promptly after any disagreements have been resolved as provided above, Clear Software shall cause Clear Software's federal and state income tax returns for the short year ended on the Closing Date to be prepared, and shall cause such returns to be timely filed (by the original or extended due dates), such returns to be substantially identical to the agreed-upon draft returns.
Neither Clear Software nor the Shareholders (nor any of their respective officers, directors, employees, affiliates, associates, or family members), has employed any broker, finder or investment banker, or incurred any liability for any brokerage fees, commissions or finders' fees in connection with this Agreement or the transactions contemplated hereby, except for the employment of the Corum Group Limited referred to in Section 16.3.
SPSS shall have received the written opinion, dated the Closing Date, of Luca▇▇, ▇▇smer & Upde▇▇▇▇▇, ▇▇ston, Massachusetts, counsel to Clear Software, substantially in the form attached hereto as Exhibit 12.6.
No federal, state, local, foreign or other Returns of Clear Software for tax years that remain open under any applicable statute of limitations have been examined by the IRS or other pertinent tax authorities and no deficiencies have been asserted or assessments made as a result of examinations (including all penalties and interest).
Clear Software shall have received the written opinion, dated the Closing Date, of Ross & ▇ard▇▇▇, ▇▇icago, Illinois, counsel to SPSS, substantially in the form attached hereto as Exhibit 11.6.
SPSS shall have received an executed Affiliates Letter from each Clear Software Affiliate.
Clear Software has good and marketable title to, and is in possession of or has control over, all of its personal property, none of which is held under or subject to any mortgage, pledge, lien, lease, encumbrance, conditional sales contract or other security arrangement ("Liens") except for Taxes (as defined below) not yet due (such Liens for Taxes and the amounts, if known, listed on the Disclosure Schedule).
Clear Software does not know nor have any reason to know of any basis for any such claim, action, suit, proceeding or investigation.

More Definitions of Clear Software

Clear Software shall cause each Clear Software Affiliate to deliver to SPSS and ACSUB on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit 8.4 hereto (the "Affiliates Letter"). If the Merger would otherwise qualify for pooling-of-interests accounting treatment, shares of SPSS Common Stock issued to such affiliates of Clear Software in exchange for Shares shall not be transferable until such time as financial results covering at least thirty (30) days of combined operations of SPSS, ACSUB and Clear Software have been published within the meaning of Section 201-01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.4, except to the extent permitted by, and in accordance with, Accounting Series Release 135 and Staff Accounting Bulletins 65 and 76. Any shares of SPSS Common Stock held by Affiliates shall not be transferable, regardless of whether each such Affiliate has provided the written agreement referred to in this Section 8.4, if such transfer, either alone or in the aggregate with other transfers by Affiliates, would preclude SPSS's ability to account for the business combination to be effected by the Merger as a pooling of interests. Clear Software shall not register the transfer of any certificate representing capital stock of Clear Software, unless such transfer is made in compliance with the foregoing. Except as provided in Article 4 hereof, SPSS shall not be required to maintain the effectiveness of any registration statement under the 1933 Act for the purposes of resale of the SPSS Common Stock by Affiliates.

Clear Software has not filed a consent to the application of Section 341(f) of the Code.