Examples of BGH Entities in a sentence
Employee agrees that, during a period of 36 months after the Termination Date, upon request from BPL, BGH or BPLSC, Employee will cooperate with the BPL Entities and the BGH Entities in the defense of any claims or actions that may be made by or against the BPL Entities and the BGH Entities that relate to Employee’s prior areas of responsibility, except if Employee’s reasonable interests are adverse to such entities in such claim or action.
Nothing in this Agreement shall prevent or limit Muther’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the BGH Entities or the BPL Entities and for which Muther may qualify from the date hereof through the Termination Date.
Except as specifically provided for herein, the obligation of BGH and BPLSC to make the payments provided for in this Agreement and otherwise to perform their obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the BGH Entities or the BPL Entities may have against Muther or others.
Except as specifically provided for herein, the obligation of BPL, BGH and BPLSC to make the payments provided for in this Agreement and otherwise to perform their obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the BGH Entities or the BPL Entities may have against Employee or others.
To the Knowledge of Sellers and except as set forth on Schedule 3.15(i), for the period January 1, 2004 through May 4, 2004 none of the BGH Entities was a member of an affiliated, consolidated, combined or unitary group or has any liability for the Taxes of any other Person under Treasury Regulation §1.1502-6 (or any similar provisions of state, local or foreign Laws), as a transferee, or successor by contract or otherwise.
Except as specifically provided for herein, the obligation of BGH and BPLSC to make the payments provided for in this Agreement and otherwise to perform their obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the BGH Entities or the BPL Entities may have against Employee or others.
Each of the BGH Entities and the BPL Entities has all requisite corporate, limited partnership or limited liability company power and authority, as the case may be, to own, lease, and operate its properties and to carry on its respective business as it is now being conducted.
Except as set forth in Schedule 3.14, there are no claims, actions, proceedings or investigations pending against or relating to any Seller or any Affiliate thereof, any BGH Entity or any BPL Entity before any Governmental Authority that, if adversely determined, would reasonably be likely to materially adversely affect such Seller’s ability to consummate the transactions contemplated by this Agreement or have a Material Adverse Effect on the BGH Entities or the BPL Entities.
With respect to each Tax Return of any of the BGH Entities for a taxable period beginning on or before the Closing Date that is required to be filed after the Closing Date, other than Tax Returns described in (a), Buyer shall cause such Tax Return to be prepared consistent with past practice or as required by Law, and shall cause to be included in such Tax Return all Tax Items required to be included therein.
Except as specifically provided for herein, the obligation of BPL and BPLSC to make the payments provided for in this Agreement and otherwise to perform their obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the BGH Entities or the BPL Entities may have against Employee or others.