GSAM Entities definition

GSAM Entities has the meaning set forth in the Preamble.
Sample 1Sample 2Sample 3

Examples of GSAM Entities in a sentence

  • 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).

  • 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.

  • 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.

  • 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.

  • In addition, for a period of two (2) years commencing from and after the Closing, the GSAM Entities shall not, and shall cause their Controlled Affiliates not to, directly or indirectly, solicit (or encourage any other Person to solicit) the employment or engagement of services of, employ or engage as an independent contractor or consultant, any person who is or was employed as an employee of a GSRP Entity at any time during the Restricted Period.

  • Notwithstanding the foregoing, the representations and warranties set forth in this Section 5.11 do not apply to statements or omissions in the Registration Statement made in reliance upon and in conformity with information furnished by the GSAM Entities.

  • 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 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.

  • 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.

Related to GSAM Entities

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Target Companies has the meaning set forth in the recitals.

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., from time to time, through which it indirectly holds all of the Partnership’s interests in the Operating Entities.

  • Operating Entities means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly hold real estate assets, or (ii) indirectly hold real estate assets but all of the interests of which are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), any Person in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;

  • Seller Affiliates has the meaning ascribed thereto in Section 2.8.

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Company Entities means the Company and the Company Subsidiaries.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Released Entities With respect to Released Claims, the Settling Distributors and (1) all past and present subsidiaries, divisions, predecessors, successors, and assigns (in each case, whether direct or indirect) of each Settling Distributor; (2) all past and present subsidiaries and divisions (in each case, whether direct or indirect) of any entity described in subsection (1); (3) the respective past and present officers, directors, members, trustees, and employees of any of the foregoing (each for actions that occurred during and related to their work for, or employment with, any of the Settling Distributors or the foregoing entities);

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Partnership Group Member means any member of the Partnership Group.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • PRC Entities means the PRC Subsidiaries and the Consolidated Affiliated Entities collectively.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Parent Entities means Parent and Merger Sub.

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • Group Companies means, collectively, the Company and each of its Subsidiaries.

  • Excluded Affiliates means members of any Joint Lead Arranger or any of its affiliates that are engaged as principals primarily in private equity, mezzanine financing or venture capital, including through the provision of advisory services other than a limited number of senior employees who are required, in accordance with industry regulations or such Joint Lead Arranger’s internal policies and procedures to act in a supervisory capacity and the Joint Lead Arrangers’ internal legal, compliance, risk management, credit or investment committee members.

Most Referenced Clauses

Most Referenced Definitions