GBC Entity definition

GBC Entity means GBC and any corporation or other Person which GBC directly or indirectly (a) owns 50% or more (by value) of the equity interests at any time on or following the Merger Date or (b) owned 50% or more (by value) of the equity interests at any time prior to the Merger Date but did not own 50% or more (by value) of the equity interests at the time of the Merger, but only if such entity was disposed of by GBC to a Person other than a Lane Entity.
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Examples of GBC Entity in a sentence

  • Notwithstanding the foregoing, the parties agree that GBC will elect to credit any foreign Taxes paid by any GBC Entity on any Combined Return filed after the date hereof; provided, however, that GBC may elect to expense foreign Taxes paid by any GBC Entity on a Combined Return filed after the date hereof if (i) GBC provides written notice to Lane of its intention to make such an election and (ii) Lane consents to such an election, which consent shall not be unreasonably withheld or delayed.

  • Notwithstanding the foregoing, Lane shall not indemnify, defend or hold harmless any GBC Entity, any of their respective Representatives, nor any of the heirs, executors, successors and assigns of any of the foregoing from any liability for Transfer Taxes incurred in connection with the Merger.

  • Lane shall reimburse GBC for any reasonable out-of-pocket costs and expenses incurred by any GBC Entity in connection with such cooperation.

  • GBC shall prepare and file or cause to be prepared and filed (A) all 2004 state Tax Returns (including amendments thereto) which are required to be filed in respect of a Combined Group and (B) all Tax Returns (including amendments thereto) which are required to be filed in respect of any GBC Entity (other than as a member of a Combined Group) for any taxable period.

  • Set forth on Schedule 2.33 are all personal guaranties executed by any Stockholder with respect to any contract, lease or other agreement to which a GB&C Entity is or was a party.

  • No GB&C Entity has ever reacquired any shares of its voting common stock.

  • In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each GB&C Entity and each Stockholder shall use their reasonable best efforts to take all such action.

  • In the course of the Stockholders' involvement with GB&C Entities as stockholders or employees or otherwise, the Stockholders have had, and may from time to time after the date hereof have, access to confidential records, data, trade secrets and similar confidential information owned or used by a GB&C Entity in the course of its business (the "Confidential Information").

  • Each GB&C Entity has made available for inspection and copying by the Company and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to the Company pursuant to this Agreement.

  • Schedule 2.28 hereto contains a true and complete list of all current directors and officers of each GB&C Entity.

Related to GBC Entity

  • Parent Subsidiary means any Subsidiary of Parent.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Business entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.