Delaware Division Clause Samples
The Delaware Division clause designates the state of Delaware as the jurisdiction for the formation, governance, or interpretation of a business entity or agreement. In practice, this means that the rights, obligations, and procedures related to the entity or contract will be determined according to Delaware law, and any disputes may be resolved in Delaware courts. This clause is commonly used because Delaware is known for its well-developed and business-friendly legal framework, providing predictability and stability for parties involved.
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Delaware Division. (i) Create or adopt a Plan of Division, or file a Certificate of Division with the Secretary of State of Delaware, or otherwise effectuate a Delaware LLC Division of any Person; (ii) be divided into two or more Persons, including, without limitation, becoming a Delaware Divided LLC (whether or not the original Person survives such division); or (iii) be created, or reorganized into, one or more series pursuant to a Delaware LLC Division.
Delaware Division. Subsequent to the effectiveness of the Merger, Seller has, pursuant to documentation reasonably satisfactory to Purchaser, caused the Company to undergo a division under the Delaware Limited Liability Company Act (the “Delaware Division”), with the Company and Firebird 2 surviving such division. In the Delaware Division:
(i) Firebird 2 was be formed and, following the Delaware Division, Seller owns 100% of the Firebird 2 Interests;
(ii) the Company survived the Delaware Division and remains owned 100% by the Seller;
(iii) all of the Retained Assets became fully vested in Firebird 2 and Firebird 2 has the sole right, title and interest in the Retained Assets following the Delaware Division;
(iv) all of the Retained Obligations became fully vested in Firebird 2 and the Retained Obligations are the responsibility, obligation and liability solely of Firebird 2 following the Delaware Division;
(v) all of the Excluded Assets became fully vested in the Company and the Company has the sole right, title and interest in the Excluded Assets following the Delaware Division; and
(vi) all of the Excluded Obligations became fully vested in the Company and the Excluded Obligations are the responsibility, obligation and liability solely of the Company following the Delaware Division.
Delaware Division. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.
Delaware Division. Neither Borrower nor Operating Lessee shall (i) create or adopt a Plan of Division, or file a Certificate of Division with the Secretary of State of Delaware, or otherwise effectuate a Delaware LLC Division of any Person; (ii) be liquidated, terminated, dissolved, or merged or consolidated into another entity (including, in each case, without limitation, pursuant to a Delaware LLC Division); (iii) be divided into two or more Persons, including, without limitation, becoming a Delaware Divided LLC (whether or not the original Person survives such division); or (iv) be created, or reorganized into, one or more series pursuant to a Delaware LLC Division or otherwise. Failure of Borrower or Operating Lessee to comply with any of the covenants contained in this Section or any other covenants contained in this Agreement shall not affect the status of Borrower or Operating Lessee as a separate legal entity.