Ercon definition
Examples of Ercon in a sentence
Section 2.2(t) of the GulfMark Disclosure Letter sets forth all existing loans, advances or other extensions of credit (excluding accounts receivable arising in the ordinary course of business) by GulfMark or Ercon subsidiaries to any party other than intercompany loans, advances, guaranties or extensions of credit.
Each of GulfMark, Ercon and Spinco is in compliance with all applicable laws, judgments, orders, rules and regulations, domestic and foreign, except where failure to be in such compliance would not have a GulfMark MAE.
Section 2.2(s) of the GulfMark Disclosure Letter contains a correct and complete description of all insurance policies of GulfMark covering GulfMark, Ercon and their subsidiaries, any employees or other agents of GulfMark and its subsidiaries or any assets of GulfMark, Ercon and their subsidiaries.
GulfMark, Spinco, Ercon and each of their respective subsidiaries hold all required, necessary or applicable permits, licenses, variances, exemptions, orders, franchises and approvals of all Governmental Entities, except where the failure to so hold could not reasonably be expected to have a GulfMark MAE (the "GulfMark Permits").
Each of GulfMark and Ercon enjoys peaceful and undisturbed possession under all such leases.
GulfMark, Spinco, Ercon, and each of their respective subsidiaries are in compliance with the terms of the GulfMark Permits except where the failure to so comply could not reasonably be expected to have a GulfMark MAE.
Each of GulfMark and Spinco is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and Ercon Development Company, a wholly owned subsidiary of GulfMark to be merged into GulfMark prior to the Effective Time ("Ercon") is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas.
In the case of any Tax described in the preceding sentence and pertaining to any Straddle Period, the portion of such Tax of, or pertaining or attributable to, GulfMark or Ercon for the Post-Closing Period of such Straddle Period shall be the portion of such Tax that is not allocated to the Pre-Closing Period of such Straddle Period under Section 4 hereof.
In any case where applicable law does not require or permit such a taxable period of GulfMark or Ercon to be closed as of and including the Effective Date, any Tax described in Section 2(b) hereof and pertaining to such Straddle Period shall be determined in accordance with the applicable provisions of Section 4(b) hereof.
None of GulfMark, Ercon or Spinco is subject to any judicial, governmental or administrative order, writ, judgment, injunction or decree.