GSK Parent definition
Examples of GSK Parent in a sentence
GSK Parent is a corporation duly organized, validly existing and in good standing under the Laws of England and Wales.
GSK Parent and JVCo shall, and shall cause their respective Affiliates to, reasonably cooperate to timely prepare and file any Tax Returns or other filings relating to such Transfer Taxes and to minimize any such Transfer Taxes.
The Parties agree that nothing in this Agreement shall limit the rights or obligations of Pfizer, GSK Parent or JVCo under the SAPA, other than as between GSK Parent and JVCo as expressly set forth in the body of this Agreement (which for the avoidance of doubt, shall not include any provisions of the schedules which conflicts with the principles set forth in the body of this Agreement).
Except as otherwise set forth in this Agreement, GSK Parent shall retain, and none of JVCo, any of the Transferees or any of their respective Subsidiaries shall assume or be responsible for, pursuant to this Agreement, any Liabilities of GSK Parent or any of its Affiliates (excluding JVCo and its Subsidiaries) other than the Assumed Consumer Healthcare Business Liabilities (“GSK Retained Liabilities”).
GSK Parent intends to undertake an indirect demerger of its interest in its consumer healthcare business pursuant to the demerger agreement (“Demerger Agreement”) between GSK Parent and Haleon Parent dated on or about the date of this Agreement, for the purpose of benefiting both its Consumer Healthcare Business and the GSK Business (the “Demerger”).
Each of GSK Parent and the other Transferors and their respective Affiliates (other than JVCo and its Subsidiaries) disclaims any and all representations and warranties, whether express or implied, except for the warranties contained in this Article 9 or in any Ancillary Implementing Agreement.
No broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of GSK Parent for which JVCo or any of its Affiliates (including, after the Relevant Closing, the Conveyed Subsidiary) would be liable.
The execution and delivery by GSK Parent of this Agreement and each such Ancillary Implementing Agreement, and the performance by GSK Parent of its obligations hereunder and thereunder, have been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate action.
In February 2002, the Court sustained the demurrer of the Individual Defendants to all causes of action pleaded against them.
Notwithstanding anything to the contrary contained in this Agreement, neither GSK Parent, the other Transferors nor any of their respective Affiliates (other than JVCo and its Subsidiaries) makes any express or implied representation or warranty with respect to Excluded Assets, the GSK Business or the GSK Retained Liabilities.