Maximis definition
Examples of Maximis in a sentence
The representations and warranties set forth in this Section 4.16 apply only to Seller's Business and not to Maximis.
Except as set forth on Schedule 4.13 or with respect to Maximis or the Excluded Contracts, there are no currently outstanding proposals or offers submitted by Seller to any customer, prospect, supplier or other Person which, if accepted, would result in a legally binding Contract of Seller involving an amount or commitment exceeding $25,000 in any single case or an aggregate amount or commitment exceeding $100,000 in the aggregate.
The representations and warranties set forth in this Section 4.12 apply only to Seller's Business and not to Maximis.
Any Proceeding against either of the Buying Companies by or on behalf of any Person who, after the Closing hereunder, purchases or receives any of the stock of Seller, any of the Excluded Assets or Excluded Contracts, or any the Assets or Contracts related to Maximis which Proceeding relates to Seller, its business, Assets or ownership.
The operation of the Maximis business by Seller shall not constitute a breach of the Covenants of Section 10.4.
Except as explained on Schedule 4.12, Seller has good and marketable title to, and has the full right to use and transfer to Buyer, all of the Software and Intangibles, other than those related to Maximis, listed on Schedule 4.12, free and clear of any Encumbrance (as defined in Section 1.8), other than the Permitted Encumbrances.
Schedule 4.12 is an accurate and complete list and description of all Software (as defined in Section 1.23), other than the Maximis Software, and Intangibles (as defined in Section 1.14), other than Intangibles related to Maximis, owned (designated as to ownership between Premier and Premier's Subsidiary), marketed, licensed, used or under development by Seller, and, in the case of Software, a product description, the language in which it is written and the type of hardware platform(s) on which it runs.
Beginning immediately after the Closing Date, the Selling Companies shall cease all use of all corporate names, fictitious names, product names and other names used by Premier and all product names used by Premier's Subsidiary at any time on or before the Closing Date and included in the Specified Assets (it being understood that the names "Maximis" and "Imis" are not included in the Specified Assets), except as may be necessary to perform their obligations hereunder.
Except as set forth on Schedule 4.10 and excluding any Tangible Property related solely to Maximis, Premier has good and marketable title to all of Seller's Tangible Property, free and clear of any Encumbrances, other than the Permitted Encumbrances.
Schedule 4.14A is a list of all of Seller's employees excluding Maximis employees and (a) their titles or responsibilities; (b) their social security numbers and principal residence address; (c) their dates of hire; (d) their current salaries or wages; (e) any specific bonus, commission or incentive plans or agreements for or with them; and (f) any outstanding loans or advances made to them.