Compugraphics definition
Examples of Compugraphics in a sentence
Section 2.12.5 of the Compugraphics Disclosure Schedule lists all license agreements for the use of all such material Third Party Software and, if any such software is not licensed, the basis of the use of such software by Compugraphics.
The buildings and premises of Compugraphics that are used in its business are in good and sufficient operating condition and repair for the continued conduct of Compugraphics's business on a basis consistent with past practice, subject to ordinary wear and tear.
Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is required.
At the Closing Date, the Selling Shareholders will own one hundred percent (100%) of all of the issued and outstanding shares of the Compugraphics Common Stock on a diluted basis, taking into account all outstanding options, warrants or obligations of any kind to issue any shares of Compugraphics Common Stock.
By the Selling Shareholders, if there has been since April 30, 2000, a Material Adverse Change with respect to AMCI which condition or event shall not have been ameliorated such that it no longer constitutes a Material Adverse Change within three (3) business days following receipt by AMCI of notice from Compugraphics (except that no cure period shall be provided for any Material Adverse Change which by its nature cannot be cured).
There are no materials or substances that are regulated by Applicable Environmental Laws (as defined in Section 2.17.3) on any real property owned or leased by Compugraphics as a result of the actions of Compugraphics or, to its knowledge, of any third party or otherwise, that could reasonably be expected to have a Material Adverse Effect on Compugraphics.
Neither Compugraphics, nor the Selling Shareholders, nor to the knowledge of Compugraphics and the Selling Shareholders, any of Compugraphics's Affiliates has taken or agreed to take any action that would prevent Compugraphics from being a "poolable entity" in accordance with generally accepted accounting principles.
All major items of equipment of Compugraphics are in good and sufficient operating condition and in a state of reasonable maintenance and repair for the continued conduct of Compugraphics's business on a basis consistent with past practice, ordinary wear and tear excepted, and are free from any known defects except as may be repaired by routine maintenance and such minor defects as do not substantially interfere with the continued use thereof in the conduct of normal operations.
Section 2.12.5 of the Compugraphics Disclosure Schedule contains a complete list of material Third Party Distributed Software.
No suit, action or other legal proceeding shall have been commenced by any United States federal or state governmental entity with respect to the transactions contemplated hereby and shall be pending before any court or governmental agency of competent jurisdiction which would reasonably be expected to have a Material Adverse Effect on Compugraphics.