Governmental Entity definition
Examples of Governmental Entity in a sentence
For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity (as defined below) or any department or agency thereof.
No consent, approval, order, non-action or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to Karus in connection with the execution, delivery or performance of this Agreement or Karus Ancillary Documents, or the consummation of the transactions contemplated hereby or thereby (other than those required under applicable securities laws).
To the extent that amounts are so deducted or withheld and paid to the appropriate Governmental Entity in accordance with applicable Law, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.
No requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by Karus or its Subsidiaries, or any other matters relating to Taxes pending between Karus or its Subsidiaries and any Governmental Entity exist.
Any portion of the Merger Consideration remaining unclaimed by the holders of Book-Entry Shares immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity will, to the extent permitted by applicable Law, become the property of the Surviving Corporation or an affiliate thereof designated by the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.