GHH definition
Examples of GHH in a sentence
As of the date hereof, Schedule 2.16 of the GHH Disclosure Schedule contains a complete and correct list of all real property owned or leased by GHH, of which copies of leases have been delivered or made available to the other party, and a complete and correct list of each title insurance policy insuring title to any of such real properties owned.
This Agreement has been duly and validly executed and delivered by GHH and, assuming this Agreement constitutes a valid and binding agreement of Premier and Merger Sub, constitutes a valid and binding agreement of GHH, enforceable against GHH in accordance with its terms, except as enforceability thereof may be limited by (i) bankruptcy laws and other similar laws affecting creditors’ rights generally or (ii) general principles of equity.
As of the Closing Date, each of the employment agreements between GHH and ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ Lautner and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, respectively, shall be terminated and replaced with employment agreements with Premier, and each of the named employees shall execute a release, in a form satisfactory to Premier and its counsel, with respect to any claims he may have against GHH.
Except as set forth on Schedule 2.23 of the GHH Disclosure Schedule, there are no defenses, claims of disabilities, offsets, refusals to pay or other rights of offset against any such accounts receivable.
GHH has not, since September 30, 2011, made any material change in the accounting practices or policies applied in the preparation of the above financial statements.
The Merger Shares, immediately following the Effective Time, will represent, in the aggregate, forty (40%) percent of the outstanding Common Stock on a fully diluted basis including the Merger Shares, subject to adjustment resulting from the conversion of the GHH Convertible Note and GHH Closing Debt as provided herein, and excluding options and warrants, of Premier on the Closing Date.
No action, proceeding or order by any court or other governmental agency or body shall have been instituted, threatened whether orally or in writing, or entered concerning GHH or its business or restraining any of the transactions contemplated in this Agreement.
The minute books of GHH reflect in all material respects all corporate actions of GHH which are required by law to be passed upon by the Board of Directors or stockholders of GHH.
GHH holds, and has at all times held, all permits, licenses, variances, exemptions, orders, and approvals of all Governmental Entities necessary for the lawful conduct of its business (the “Permits”).
Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the properties, rights, privileges, powers and franchises of Merger Sub shall vest in the Surviving Corporation, and, subject to the representations and warranties of GHH contained herein, all debts, liabilities and duties of Merger Sub and GHH shall become the debts, liabilities and duties of the Surviving Corporation.