SGK Business definition
Examples of SGK Business in a sentence
The SGK Intellectual Property comprises all Intellectual Property used in or necessary for the conduct of the SGK Business as currently conducted and as currently proposed to be conducted, in each case, free and clear of all Liens other than Permitted Liens.
All Training Data used in the SGK Business is either proprietary to the SGK Entities or the ▇▇▇▇▇▇▇▇ Group Entities or has been obtained by the SGK Entities or ▇▇▇▇▇▇▇▇ Group Entities in accordance with the applicable terms and Laws governing such use (including each end user license agreement, terms of use, Privacy Policies, consents, or other terms that govern the applicable entity’s collection and use of third party data) and in compliance with all required consent and notification obligations.
The SGK Business has implemented and maintains reasonable backup and disaster recovery technology and software and hardware support arrangements for the SGK IT Systems consistent with industry practices.
Section 1.1(h)(ii) of the ▇▇▇▇▇▇▇▇ Information Schedule sets forth a list of each individual service provider of Matthews or any of its Subsidiaries or Affiliates who dedicates a material portion of such individual’s services to the SGK Business but does not qualify as an SGK Employee.
At and after the Closing, the Company agrees to take over and assume all known and incurred but not reported claims of (i) the SGK Entities and the SGK Business (whether known by ▇▇▇▇▇▇▇▇ or any of its Affiliates or by any of the SGK Entities) and (ii) the SGS Entities and the SGS Business (whether known by Logo or any of its Affiliates or by any of the SGS Entities) and the Company agrees to be responsible to pay such claims until they are finally settled and closed.
No MAE with respect to the SGK Business will have occurred between the Effective Date and the Closing that is continuing (it being understood that no MAE will be deemed to have occurred with respect to the SGK Business unless the aggregate Damages suffered by the SGK Entities in respect of such MAE exceeds $15,000,000).
The Company will assume all Liability for any cash incentive compensation (including sales commissions) payable under any SGS Benefit Plan or SGK Benefit Plan in respect of the plan fiscal year in which the Closing occurs (or any portion thereof) to Transferred Business Employees, in connection with their services to the SGS Business or SGK Business, as applicable (collectively, the “Cash Incentive Compensation”).
This remedy, if elected, shall not constitute the sole remedy afforded OCWA for such falsity or breach, nor shall it constitute a waiver of OCWA’S right to claim damages or otherwise refuse payment to or to take any other action provided for by law or pursuant to this Agreement.
No SGK Material Supplier has notified ▇▇▇▇▇▇▇▇ of (i) an increase in price that any such SGK Material Supplier intends to charge for products or services sold to the SGK Business that would go into effect after the Interim Date or (ii) any other material adverse change with respect to its business relationship with the SGK Business or any SGK Entity.
The SGK Financial Statements (A) were derived from the ▇▇▇▇▇▇▇▇ financial statements, which ▇▇▇▇▇▇▇▇ financial statements are in accordance with GAAP, (B) were prepared in accordance with the Accounting Principles, consistently applied, and (C) present fairly, in all material respects, the combined financial position and the combined results of operations of the SGK Business, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein.