BDM Group definition
Examples of BDM Group in a sentence
All corporate, partnership and other -------------------------------- proceedings of each member of the BDM Group in connection with the transactions contemplated by this Agreement and the Related Documents, and all documents and instruments incident thereto, shall be reasonably satisfactory in form and substance to Dentsu and its counsel, and Dentsu and its counsel shall have received all such documents and instruments, or copies thereof, certified if requested, as may be reasonably requested.
All Governmental Approvals and --------------------------------- Consents required to be made or obtained by any party hereto or any other member of the BDM Group and the Dentsu Group, including without limitation the expiration or termination of the applicable waiting period pursuant to the HSR Act, in connection with the execution and delivery of this Agreement and the Related Documents or the consummation of the transactions contemplated hereby or thereby shall have been made or obtained.
As of the Closing Date, each member of the BDM Group will be in compliance with all Governmental Approvals and other Consents held by it with respect to the Business, except for such failures so to comply that, individually and in the aggregate, would not have or result in a BDM Material Adverse Material Effect.
BDM shall also provide Dentsu such information and documents as Dentsu may reasonably request to enable Dentsu to claim a tax credit with respect to Taxes paid or accrued by any member of the BDM Group.
There are no outstanding orders, judgments, decrees or injunctions issued by any Governmental Authority against any member of the BDM Group that, individually or in the aggregate, in any way affect the Business and could reasonably be expected to have or result in a BDM Material Adverse Effect.
To the Knowledge of BDM, no member of the BDM Group has received any notice or has any knowledge of any claim alleging any such breach or violation.