GMS Entity definition
Examples of GMS Entity in a sentence
Each GMS Entity has complied in all material respects with all Laws relating to the payment and withholding of Taxes and information reporting with respect thereto and has duly and timely withheld or collected all amounts required to be so withheld or collected and timely paid such amounts over to the appropriate Taxing Authorities for all periods under all applicable Laws.
Except for rights implicitly or expressly granted pursuant to non-exclusive sales representative, distribution or dealer agreements entered into in the normal course of business consistent with past practice or as set forth on Schedule 3.12(b)(iv), no GMS Entity has granted a license to use any Intellectual Property Asset to any third party.
There is no contract to which any GMS Entity is a party or by which it is bound to compensate any employee for excise Taxes paid pursuant to Section 4999 of the Code.
The Parties shall use commercially reasonable efforts to secure, before the Closing Date, in form and substance reasonably satisfactory to the Parties, the consent required to be obtained with respect to the Contracts identified on Schedule 6.3(a), as well as any consent, approval or waiver required to be obtained from any Person with respect to any Contract to which any GMS Entity is a party and for which the failure to so secure would reasonably be likely to have a material adverse effect on the Company.
Except as set forth on Schedule 3.21, as of the date hereof, none of such suppliers has ceased, or to the Sellers’ Knowledge intends to cease, to supply goods or services to any GMS Entity or has notified the Company or any of its Subsidiaries that it otherwise intends to terminate or materially reduce its relationship with any GMS Entity.
No GMS Entity has received from any Taxing Authority in the last two (2)years any notice of deficiency or proposed adjustment for any amount of Tax that could materially adversely affect the Tax liability of the GMS Entities and that has not been fully paid or otherwise satisfied or withdrawn.
The intent of the parties that such D&O Indemnified Persons be entitled to such exculpation and indemnification to the same extent as set forth in the applicable Governing Documents of such GMS Entity as in effect immediately prior to the Closing.
For purposes of computing eligibility for, and the amount of, PTO of Continuing Employees, employment of such employees by any GMS Entity before the Closing shall be taken into account.
Buyer agrees to indemnify and hold Sellers and each GMS Entity harmless from and against any and all liabilities and causes of action arising out of the conduct of any Phase II or other form of invasive environmental site assessment by Buyer or its representatives or agents pursuant to this Section 6.6(b).
No GMS Entity, nor any employee or agent of any of them, has, since the date the Company acquired such GMS Entity, treated, stored, disposed of, or released any Hazardous Materials on or under any Owned Real Property or Leased Real Property (or to the Sellers’ Knowledge, any real property formerly owned, leased or operated by a GMS Entity), except in material compliance with Environmental Laws applicable to such property.