GNCC definition
Examples of GNCC in a sentence
The Reorg Agreements and the Other Agreements to which it will be a party, when executed and delivered by it, will be valid and binding obligations of such party, enforceable in accordance with their respective terms (except as enforceability may be limited by laws affecting creditors' rights generally or by principles governing the availability of equitable remedies).
At the Closing, ZMC, the PRINICPAL ZMC SHAREHOLDER, SELLER and GNCC shall make the deliveries contemplated by this Agreement, and in accordance with the terms of this Agreement.
In the manner and subject to the terms and conditions set forth herein, ZMC shall acquire from SELLER, one hundred percent (100%) of the issued and outstanding shares of GNCC (the "GNCC Shares").
During the period from the date hereof to the Closing Date, the business of ZMC and GNCC shall be operated by the respective entities in the usual and ordinary course of such business and in material compliance with the terms of this Agreement.
Except as set forth on the GNCC Disclosure Schedule, there is no material claim, action, proceeding, or investigation pending or, to their knowledge, threatened against or affecting SELLER or GNCC before or by any court, arbitrator or governmental agency or authority.
GNCC has made or will make available to ZMC a copy of each such contract.
From time to time after the Closing, without further consideration, the parties shall execute and deliver such instruments of conveyance and transfer and shall take such other action as any party reasonably may request to more effectively transfer the GNCC Shares and ZMC Shares.
Except as set forth in the GNCC Disclosure Schedule, no consents of any other parties are required to be received by or on the part of SELLER or GNCC to enable SELLER and GNCC to enter into and carry out this Agreement.
GNCC is not a party to any pending action or proceeding by any governmental authority for the assessment of any tax, and, to the knowledge of GNCC, no claim for assessment or collection of any tax has been asserted against GNCC that have not been paid.
All representations, warranties, and covenants made by ZMC, the PRINCIPAL ZMC SHAREHOLDER or SELLER or GNCC in this Agreement, or pursuant hereto, shall survive the Closing in a period of two (2) years.