Examples of GSRP Entities in a sentence
In no case will GSAM be required to provide any personnel records to the GSRP Entities relating to the GSAM Subject Employees unless a GSRP Entity is required by applicable Law to maintain a copy of such personnel records with respect to a Transferring Employee, in which case GSAM shall make the applicable personnel record available to GSRP or its designee.
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.
None of the GSRP Entities has received any written notice (or, to the Knowledge of GSRP, other communication) asserting any violation by the GSRP Entities of any Applicable Law.
Provider hereby grants, and shall cause the Third Party Provider to grant, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, transferrable and sublicensable (through multiple tiers) license under the Provider Intellectual Property that is specifically and exclusively developed for Recipients for its Use in the current Business of the GSRP Entities and any Permitted Business Sector.
Other than as set forth in Section 5.09 of the GSRP Disclosure Letter or as would not reasonably be expected to exceed $5,000,000 individually or $10,000,000 in the aggregate, (a) there is no Litigation pending or, to the Knowledge of GSRP, threatened against any of the GSRP Entities or arising out of or relating to the business conducted by the GSRP Entities and (b) there is no Order imposed upon any of the GSRP Entities or any of their properties, assets or business.
Effective upon the Closing Date, GSAM and its Affiliates hereby grant GSRP Entities, including any of their Controlled Affiliates now or in the future, a worldwide, non-exclusive, royalty-free, non-transferrable (except in connection with a sale or merger of the Business), and sublicensable right (through multiple tiers) right and license to use Subject Intellectual Property in connection with the operations of the current Business of the GSRP Entities and any Permitted Business Sectors.
GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless the GSRP Entities from, all Liabilities related to or arising from the employment or service of each GSAM Subject Employee with GSAM (or the applicable GSAM Affiliate that employed such person prior to the Closing), to the extent that such Liabilities relate to or arise from the period prior to the Closing.
Since January 1, 2019, the GSRP Entities have been in compliance in all material respects with the terms and requirements of each Business Permit.
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.