BSL Entity definition
Examples of BSL Entity in a sentence
Except as set forth on Schedule 3.9 of the Disclosure Letter, to such Investor's knowledge, such BSL Entity and its Affiliates, on the one hand, and any of the other BSL Entities, their respective Affiliates or the Company, on the other hand, are not party to any material agreement or arrangement.
All material Taxes required to be paid by it have either been paid or are reflected in accordance with GAAP as a reserve for Taxes on the applicable Financial Statements and such Financial Statements reflect an adequate reserve for all Taxes payable by each such BSL Entity or Subsidiary for all taxable periods and portions thereof through the date of such Financial Statements.
No agent, broker, investment banker, financial advisor or other firm or Person is or will be entitled to any broker's or finder's fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement based on any agreement, arrangement or understanding with such BSL Entity or any of its Affiliates.
The outstanding shares of capital stock, partnership interest or equity interests of each material Subsidiary of such BSL Entity are validly issued, fully paid and non-assessable and were not issued in violation of any preemptive or similar rights.
Notwithstanding anything to the contrary in this Agreement or the schedules hereto, no Investor shall have any indemnification obligations under Section 7.2(b)(i) for breaches of representations and warranties set forth in Article III with respect to any BSL Entity for which it has not explicitly made representations and warranties in Article III.
There are no liens as a result of any unpaid Taxes upon any of the assets of any BSL Entity or Subsidiary thereof.
Such BSL Entity and its Subsidiaries have conducted and continue to conduct their business in accordance with, and have otherwise complied and are in compliance with, all applicable Laws, in all respects, and are not in violation, in any respect, of any such Law, except for any noncompliance or violations which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect as to such BSL Entity.
Except as set forth on Schedule 3.12 of the Disclosure Letter, no income Tax Return of a BSL Entity or Subsidiary thereof is under current examination by the Internal Revenue Service or by any state or foreign tax authority.
Except as set forth on Schedule 3.12 of the Disclosure Letter, each BSL Entity and Subsidiary thereof has timely filed all material federal, state and foreign tax returns and reports required to be filed by it or requests for extensions to file such returns or reports have been timely filed, granted and have not expired.
Except as set forth on Schedule 3.5 of the Disclosure Letter, there is no lawsuit, claim, proceeding or investigation pending or, to the knowledge of the applicable Investor, threatened by or against such BSL Entity or any of its Subsidiaries or any of their properties, assets, operations or businesses, which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect as to such BSL Entity.