Skyware definition
Examples of Skyware in a sentence
Except as set forth on Schedule 4.10, the operation of any Business by any Seller and Skyware is not subject to any Order, judgment, decree, injunction, stipulation or consent order of or with any court or other Governmental Authority, the failure to comply with which would be reasonably expected to have a Business Material Adverse Effect, other than any such Orders having application to industry-wide matters.
No provision in this Article XI shall (a) create any third-party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Sellers, Skyware or any other Person other than the parties hereto and their respective successors and permitted assigns, (b) constitute or create an employment agreement or (c) constitute or be deemed to constitute an amendment to any employee benefit plan sponsored or maintained by the Purchaser or its affiliates.
Except as set forth on Schedule 4.10, neither the Sellers nor Skyware (solely in relation to its conduct of the Business) has entered into any agreement to settle or compromise any Proceeding pending or threatened against it which has involved any obligation other than the payment of money and for which it has any continuing obligation the failure to comply with which would reasonably be expected to have a Business Material Adverse Effect or Seller Adverse Effect.
To the Sellers’ Knowledge, reasonable steps have been taken to record each owner throughout the entire chain of title of all of the Transferred Patents, Transferred Trademarks and Skyware IP with each applicable Governmental Authority up through Closing including payment of all costs, fees, taxes and expenses associated with such recording activities.
Except as set forth on Schedule 6.12, the Sellers will cause all Indebtedness owed (i) to Skyware by any Seller or an Affiliate of any Seller or (ii) by Skyware to any Seller or an Affiliate of any Seller to be settled at or prior to the Closing Date without any liability, including with respect to Taxes, on Skyware.
Each Seller and Skyware has full corporate power and authority to execute, deliver and perform this Agreement and its Related Agreements and to consummate the transactions contemplated hereby and thereby.
The Sellers will cause any and all Indebtedness of Skyware not otherwise settled pursuant to Section 6.12, including the Indebtedness set forth on Schedule 4.21, to be settled at or prior to the Closing Date without any liability, including with respect to Taxes, on Skyware.
Except as set forth on Schedule 4.12, to Sellers’ Knowledge, all Contracts listed or required to be listed on Schedule 4.12 are in full force and effect and are enforceable by the applicable Seller or Skyware, as applicable, in accordance with their terms (subject to the Enforceability Limitations).
Schedule 4.8 includes a true and complete list (including the location thereof) as of the Balance Sheet Date of all of the material equipment owned by a Seller (and held for use in, primarily used in, or related primarily to, the Business) or held by Skyware having an individual book value in excess of $50,000.
From and after the Closing, the Sellers shall have no liability with respect to any current or former Skyware Employees or with respect to any Skyware Benefit Plans.