Global Parent definition
Examples of Global Parent in a sentence
Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Global Parent and Lead Borrower to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results and such difference may be material.
Global Parent knows of no proposed Tax assessment against any Loan Party or any of its Subsidiaries (excluding the Excluded Entities) with respect to a material amount of Tax which is not being actively contested by such Loan Party or such Subsidiary (excluding the Excluded Entities) in good faith and by appropriate proceedings; provided, that such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.
The Exhibitor agrees to defend and hold harmless National Fitness Productions, AEG Manage- ment LACC, LLC, The City of Los Angeles and ASM Global Parent, Inc, Levy Foods, Expo Convention Contractors, their service contractors, and any officers, staff members or directors of all of the same (“Indemnified Parties”) from any and all liabilities, claim loss, cost of expense arising by reason of any damage or injury, including death, which may arise from the operation of, or in connection with its exhibit.
Lenders shall have received from Global Parent (i) Historical Financial Statements, (ii) pro forma consolidated balance sheets of the Loan Parties as at the Closing Date, and reflecting the consummation of the Transactions contemplated to occur on or prior to the Closing Date, which pro forma financial statements shall be in form and substance satisfactory to each Agent, and (iii) the Projections.
Global Parent does hereby expressly waive any suretyship defense it may have by virtue of any statute, Law, or ordinance of any state or other Governmental Authority.
Global Parent hereby agrees that the validity of this guaranty and the obligations of Global Parent hereunder shall not be terminated, affected, diminished, or impaired by reason of the assertion or the failure to assert by any Sprint Indemnitee against Lessee any of the rights or remedies reserved to such Sprint Indemnitee pursuant to the provisions of this Agreement or any other remedy or right which such Sprint Indemnitee may have at law or in equity or otherwise.
Global Parent agrees that if Lessee defaults at any time during the Term of this Agreement in the performance of any of the Lessee Obligations, Global Parent shall faithfully perform and fulfill all Lessee Obligations that involve payment of a fixed sum and shall pay to the applicable beneficiary all attorneys' fees, court costs, and other expenses, costs and disbursements incurred by the applicable beneficiary on account of any default by Lessee and on account of the enforcement of this guaranty.
Global Parent further waives any right to require that an action be brought against Global or any other Person or to require that resort be had by a beneficiary to any security held by such beneficiary.
With respect to all indemnification obligations of Lessee hereunder (or of a GSI Financing Subsidiary under a Severed Lease), Lessee, at its election, may elect to have Global Parent provide such indemnities in lieu of Lessee (or the applicable GSI Financing Subsidiary), and in connection therewith execute an indemnity reasonably acceptable to Lessor and Sprint, and upon execution of same, Lessor will acknowledge that Lessee is relieved of all indemnification obligations hereunder.
There are no facts known (or which should upon the reasonable exercise of diligence be known) to Global Parent or Lead Borrower (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates, and statements furnished to Lenders for use in connection with the transactions contemplated hereby.