Samsonite Entity definition
Examples of Samsonite Entity in a sentence
If reasonably requested by Agent, each Samsonite Entity shall deliver to Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Agent, with respect to its insurance policies.
No Samsonite Entity shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary (provided that either Borrower may form or acquire one or more Subsidiaries, in each case only to the extent all related investments, advances and loans in or to such Subsidiary are permitted under Section 6.2,) or (b) merge or amalgamate with, consolidate with, acquire all or substantially all of the assets or Stock of, or otherwise combine with or acquire, any Person.
Except as described in Disclosure Schedule (3.11), as of the Closing Date, no Samsonite Entity has executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges.
Agent shall have no obligation to obtain insurance for any Samsonite Entity or pay any premiums therefor.
Nothing contained in this Agreement shall prevent any Samsonite Entity from complying with its obligations under any agreement set forth in Disclosure Schedule (6.15(b)) (each as in effect on the Closing Date) including, without limitation, fiduciary obligations to minority interest owners, and the covenants of good faith and fair dealing.
Each Borrower shall promptly notify Agent of any loss, damage, or destruction to the assets of (i) any Domestic Samsonite Entity in the amount of the Dollar Equivalent of $500,000 or more and (ii) any Foreign Samsonite Entity in the amount of the Dollar Equivalent of $750,000 or more, in each case, whether or not covered by insurance.
Except as described in Disclosure Schedule (3.11), proper and accurate amounts have been withheld by each Samsonite Entity from its respective employees for all periods in full and complete compliance with all applicable federal, state, local and foreign laws and such withholdings have been timely paid to the respective Governmental Authorities unless the failure to so withhold or pay would not reasonably be expected to result in fines, penalties or interest in excess of $50,000 in the aggregate.
As of the Closing Date, no Samsonite Entity has agreed or been requested to make any adjustment under IRC Section 481(a), by reason of a change in accounting method or otherwise, which would reasonably be expected to have a Material Adverse Effect.
Except as set forth in Disclosure Schedule (3.8), as of the Closing Date, no Samsonite Entity has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is (other than with respect to its Stockholders, officers and directors, other Subsidiaries of U.S. Borrower and the Borrowers) an Affiliate of any other Person.
If any Samsonite Entity at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above, or to pay all premiums relating thereto, Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto that Agent deems reasonably advisable.