Examples of GSI UK in a sentence
On the Effective Date, (i) Holdings shall transfer the GSI UK Shares to GSI Limited Holdings, and (ii) GSI Limited Holdings shall subsequently transfer the GSI UK Shares to GSI Limited Holdings II.
Concurrently with the execution and delivery of this Agreement, (a) Holdings and DOME are selling, transferring, assigning and delivering to Parent, and Parent is purchasing from Holdings and DOME, all of their membership interests in NDSsi and (b) Holdings is selling, transferring, assigning and delivering to GSI UK, and GSI UK is purchasing from Holdings, all the outstanding capital stock of KK (collectively, the “Purchased Securities”).
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and assigns, but may not be assigned by any party without the prior written consent of the Buyer Group, the Company and Holdings; provided, however, that Parent and GSI UK may collaterally assign its rights under this Agreement to its lenders.
Except for the agreements expressly contemplated hereby, none of Parent, GSI UK or any of their respective Affiliates has any other agreements, arrangements or understandings with any director, officer, employee, consultant, stockholder or Affiliate of the Company or any Subsidiary in respect of the Transactions.
Each of Parent and GSI UK has full corporate power and authority and has taken all required corporate action necessary to permit it to execute and deliver and to carry out the terms of this Agreement and the other agreements, instruments and documents applicable to Parent and/or GSI UK.
As used herein, “Tax Benefit” shall mean any actual reduction of cash Taxes paid by Parent, GSI UK, the Company or any of their respective Subsidiaries or Affiliates as a result of a Loss in the taxable year in which such Loss occurred or in the next taxable year, assuming for purposes of such calculation that any deduction, loss or other tax attribute generated by such Loss is the last such deduction, loss or other tax attribute on any Tax Return.
Each of Parent and GSI UK has the financial capability to consummate the Transactions and each of Parent and GSI UK understands that the Buyer Group’s obligations hereunder are not in any way contingent or otherwise subject to (a) the consummation of any financing arrangements or obtaining financing or (b) the availability of any financing to Parent, GSI UK or any of their respective Affiliates.
Each of Parent and GSI UK further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company, the Subsidiaries and their business and (b) has been given adequate access to such information about the Company, the Subsidiaries and their business as Parent and GSI UK has reasonably requested.
This guaranty is one of payment or performance, and a separate action or actions may be brought and prosecuted against Parent to enforce this guaranty, irrespective of whether any action is brought against GSI UK or whether GSI UK is joined in any such action or actions.
Without limiting the generality of the foregoing, each of Parent and GSI UK agrees that no representation or warranty, express or implied, is made with respect to any financial projections or budgets.