SunGard Entities definition
Examples of SunGard Entities in a sentence
In addition, on or prior to the Closing Date, the SunGard Entities shall deliver to the Datatel Entities information relating to the expenses incurred by the Business Employees that count against annual deductible limits and co-payments limits of the “employee welfare plans” covering Business Employees.
Prior to filing any Tax Return for which the Company Stock Basis is relevant (other than in respect of Taxes paid on an estimated basis within thirty (30) days of the Closing Date), the SunGard Entities shall provide the Datatel Entities with their calculation of the Company Stock Basis as of the Closing Date.
The Company Stock Basis as agreed between the parties or as determined by the Independent Accountant shall be used in the preparation of the Tax Returns of the SunGard Entities as provided in Section 7.4(b).
Prior to the Effective Time, each of the Parties shall exercise and be responsible for, consistent with the terms and conditions of this Agreement and applicable Law (including the HSR Act), complete control and supervision over their respective operations, including, in the case of the SunGard Entities and the Company Entities, complete control and supervision of all programs, employees, finances and policies of the Business.
Following the Closing Date, the SunGard Entities and the Company shall cooperate with and assist each other in issuing notices of claims under such insurance policies, presenting such Reimbursable Insurance Claims for payment and collecting insurance proceeds related thereto.
Each of the Datatel Entities will, and will cause its Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from any of the SunGard Entities, directly or indirectly, in confidence in accordance with the Confidentiality Agreement.
The SunGard Entities and the Company shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to be made so as to preserve any applicable attorney-client or work-product privileges.
The SunGard Entities and their Subsidiaries (including the Company Entities) have in place and take commercially reasonable efforts to enforce a practice whereby all of their respective officers, employees, consultants and contractors that may develop material Intellectual Property of the Business execute confidentiality and Intellectual Property assignment and/or employee’s rights agreements with the SunGard Entities, the Company or their respective Subsidiaries, as applicable.
None of the SunGard Entities or any of their Subsidiaries has received written notice of any default or event that with notice or lapse of time, or both, would constitute a default under any Material Contract, except for any such defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Business Material Adverse Effect.
The Business Employees (including Business Employees covered by the Collective Bargaining Agreement, defined below) shall be entitled to all compensation or benefits accrued and payable under each SunGard Benefit Plan other than a Company Benefit Plan (excluding any SunGard Benefit Plan providing severance or termination pay) immediately prior to the Closing, which shall be paid by the SunGard Entities in accordance with the terms and conditions of such SunGard Benefit Plans.