SMART Subsidiaries definition
Examples of SMART Subsidiaries in a sentence
Except as set forth in the Disclosure Letter, SMART and the SMART Subsidiaries have complied, and are in compliance with, all Laws applicable to the operation of their respective businesses, except where non-compliance would not reasonably be expected to have a Material Adverse Effect or prevent, significantly impede or materially delay the ability of SMART to consummate the Arrangement.
Neither SMART nor any of the SMART Subsidiaries is party to or bound or governed by any written employment agreement regarding the termination of employment other than the SMART Employee Agreements.
The term “third party” means any person other than SMART, the SMART Subsidiaries, AcquisitionCo or the Purchaser and their respective affiliates.
Without limiting the generality of the foregoing, the Purchaser Parties acknowledge that none of SMART or any other person has made any representation or warranty, express or implied, as to the financial projections, forecasts, cost estimates and other predictions relating to SMART and the SMART Subsidiaries delivered or made available to the Purchaser Parties or as to the probable success or profitability of SMART or the SMART Subsidiaries.
Neither SMART nor the SMART Subsidiaries have any material liability for the Taxes of any other person under any applicable Law, as a transferee or successor, by contract or otherwise.
SMART and each of the SMART Subsidiaries is a corporation duly incorporated and each of them is validly subsisting under the laws of its jurisdiction of incorporation and has the requisite power and authority to carry on their respective businesses as they are now being conducted.
Neither SMART nor any of the SMART Subsidiaries has received any written notice from any Governmental Entity disputing the classification of any independent contractor as such.
Other than the SMART Subsidiaries and SMART Technology Global Services Limited, SMART has no subsidiaries and does not beneficially hold any securities or other interests, or securities convertible or exchangeable into securities or other interests, of any other person.
Neither SMART nor any of the SMART Subsidiaries has outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as defined in Rule 3b-7 under the U.S. Exchange Act) of SMART or any of the SMART Subsidiaries.
SMART and the SMART Subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all personal property leased by and material to SMART or any of the SMART Subsidiaries as used, possessed and controlled by SMART or the SMART Subsidiaries, as applicable, except as would not, individually or in the aggregate, have a Material Adverse Effect.