RMH Entities definition

RMH Entities and each, an “RMH Entity” means the Company Parties and each of its respective Subsidiaries. The parties hereto acknowledge and agree, for the avoidance of doubt, that as of the date hereof, the MLP and its Subsidiaries are Subsidiaries of the Company Parties.

Examples of RMH Entities in a sentence

• Except as would not, individually or in the aggregate, be material, there is no Tax deficiency or Tax audit or investigations that has been determined adversely to any of the RMH Entities, nor do the Company Parties have any Knowledge of any Tax deficiencies or Tax audits or investigations that have been, or could reasonably be expected to be asserted against the RMH Entities, that would, in the aggregate, be material.

• To the Knowledge of the RMH Entities, no such proceedings are threatened or contemplated by any Governmental Authority or by others.

• The Investors acknowledge that none of the RMH Entities will register as an “investment company” under the Investment Company Act.

• Except as would not, individually or in the aggregate, have a Material Adverse Effect, each of the RMH Entities carries or is covered by insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is reasonably adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries.

• No labor disturbance by, or dispute with, the employees of the RMH Entities exists or, to the Knowledge of each of the Company Parties, is threatened or imminent that would, individually or in the aggregate, have a Material Adverse Effect.

• Each of the RMH Entities is in compliance with the terms of such policies in all material respects, and none of the RMH Entities has received notice from any insurer or agent of such insurer that any material capital improvements or other material expenditures are required or necessary to be made in order to continue such insurance.

• Each of the RMH Entities has filed all federal, state, local and foreign Tax Returns required to be filed through the date hereof, subject to permitted extensions, and each such Tax Return is true, correct, complete and prepared in accordance with applicable Law in all material respects.

• There are no proceedings that are pending against any of the RMH Entities under Environmental Laws, including in which a Governmental Authority is also a party, other than such proceedings that would not, individually or in the aggregate, have a Material Adverse Effect.

• None of the RMH Entities has been notified in writing that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

• Each of the RMH Entities has paid all material Taxes shown to be due on such Tax Returns and have properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party.