Examples of GSAM Entities in a sentence
Without the prior written consent of GSAM, the GSRP Entities shall not permit a secondary sale in the IPO of securities held by any equityholder of the GSRP Parties other than the GSAM Entities and their Affiliates.
From and after the Closing, the GSRP Entities will be responsible for paying and satisfying and shall protect, defend, indemnify and hold harmless the GSAM Entities from all Liabilities related to or arising from the employment or service of each of the GSAM Subject Employees who accepts a GSRP Entity’s offer of employment and commences service with GSRP (each, a “Transferring Employee”), to the extent that such Liabilities relate to or arise from such Transferring Employee’s employment with a GSRP Entity.
The Parties shall each provide the others with such cooperation and information as any of them reasonably may request of the others in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entities.
The GSRP Parties and GSAM Entities shall consider in good faith the others’ comments or suggested changes to the Information Statement.
Each of the GSRP Parties and GSAM Entities will use reasonable best efforts to provide the other with all information necessary or advisable to be included in the Information Statement and to cause and make its directors, managers, officers and employees available to the GSRP Parties and GSAM Entities, respectively, and their respective counsel in connection with the drafting of the Information Statement.
The Preemptive Rights Notice shall specify the following, each as determined in the GSAM Entities’ sole discretion: (i) whether a GSAM Entity or an Affiliate will purchase such New Securities (such purchaser, the “Preemptive Rights Purchaser”), and (ii) the number of such New Securities (up to its pro rata portion) to be purchased; provided, that the GSAM Entities may update the information in the Preemptive Rights Notice following any changes to the material terms and conditions of the Triggering Event.
The respective representations and warranties of the GSAM Entities contained in Article IV and the GSRP Parties contained in Article V (or in any certificate delivered in connection herewith) shall terminate upon the Closing; provided, however, the Fundamental Representations shall survive the Closing indefinitely.
The GSAM Entities shall have delivered (or be ready, willing and able to deliver) to GSRP all instruments and documents required to be delivered by the GSAM Entities pursuant to Section 3.02(a).
To the Knowledge of GSAM, there is no Litigation pending or threatened by or against (a) by any employee of GSAM or its Affiliates and arising out of or relating to the Business or (b) that would reasonably be expected to prevent or materially delay the ability of the GSAM Entities to perform their respective obligations hereunder.
Without limiting the foregoing, GSRP shall promptly provide (i) all financial and operating data and other information concerning the GSRP Entities as may be reasonably requested in writing by the GSAM Entities or the GSAM Representatives, and (ii) reasonable access for the GSAM Entities accountants to all work papers relating to the GSRP Entities in connection with any of the foregoing.