Holdings LLC Sample Clauses

The Holdings LLC clause defines the role and structure of a limited liability company (LLC) that is established to hold assets or investments on behalf of its members. Typically, this clause outlines how the LLC will be managed, the rights and obligations of its members, and the procedures for making decisions or distributing profits. For example, it may specify voting rights, capital contributions, or restrictions on transferring membership interests. The core function of this clause is to provide a clear legal framework for the operation and governance of the LLC, thereby reducing ambiguity and protecting the interests of all parties involved.
Holdings LLC. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
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Holdings LLC. Holdings LLC hereby represents and warrants to the Company the following: (i) Holdings LLC is the sole and exclusive owner of all rights, title and interest in the Patent Assets; (ii) The Patent Assets are free and clear of any liens, license rights (except as set forth in this Agreement), security interests, encumbrances or rights to repurchase; (iii) Holdings LLC has not assigned, transferred, licensed, pledged or otherwise encumbered any of the Patent Assets or agreed to do so; (iv) Holdings LLC is not aware of any violation, infringement or misappropriation of any third party’s rights (or any claim thereof) concerning the Patent Assets; (v) The Patent Assets are properly filed or issued, as applicable, currently in compliance with formal legal requirements (including, without limitation, payment of filing, examination and governmental taxes and maintenance fees) and enforceable; (vi) Holdings LLC is not aware of any questions or challenges with respect to the patentability or validity of any claims of any existing patents or patent applications relating to the Patent Assets; (vii) Holdings LLC has paid any annuity, renewal, or administrative fee related to the Patent Assets before the execution of this Agreement; (viii) In connection with the issuance of restricted shares, Holdings LLC acknowledges that the shares have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends on, among other things, the bona fide nature of the investment intent and the accuracy of its, his or her representations made with respect to the investment. Holdings LLC further acknowledges that the shares will be restricted securities within the meaning of the Securities Act and may not be transferred unless registered or an exemption from registration is available. (ix) In connection with the issuance of restricted shares, Holdings LLC (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the shares; (ii) have the ability to bear the economic risks of the prospective investment; (iii) have had all questions which have been asked by Holdings LLC have been satisfactorily answered by the Company and has been provided with and had the opportunity to review all filings made by the Company with the United States S...
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Holdings LLC. In consideration of Buyer’s execution of that certain Agreement of Sale and Purchase (the “Agreement”) to which this “Joinder” is attached (and of which it forms a part), the undersigned hereby guarantees to Buyer the timely payment of all liabilities of Rockpoint under the Agreement, solely to the extent arising (a) as a result of a breach of any Fundamental Representation, subject to the Fundamental Representations Cap and the Fundamental Representations Survival Period, (b) as a result of a breach of any other of Rockpoint’s representations and warranties set forth in Section 6.1, subject to the Post-Closing Breach Liability Cap and the Survival Period, (c) pursuant to Rockpoint’s obligation under Section 9.8(b) to indemnify Buyer for Transfer Taxes and (d) pursuant to Rockpoint’s obligation under Section 9.2 to pay to Buyer an amount equal to the Extension Deposit actually released to Rockpoint or its designee pursuant to Section 9.2. Capitalized terms used in this Joinder and not otherwise defined herein shall have the same meanings as set forth in the Agreement. Further, the undersigned agrees, for the benefit of Buyer, that on the Closing Date it shall keep the net worth of Rockpoint at an amount equal to the Post-Closing Breach Liability Cap, minus the sum of amounts previously paid under the representations and warranties that are subject to such Post-Closing Breach Liability Cap plus amounts previously paid under the representations and warranties that are subject to such Post-Closing Breach Liability Cap (as defined in the Other Purchase Agreement), such covenant to survive for the duration of the Extended Survival Period (as hereinafter defined); provided, however, that upon the expiration of the Extended Survival Period, the undersigned shall keep the net worth of Rockpoint at an amount not less than the product of (x) Rockpoint’s Share multiplied by (y) $281,000 multiplied by (z) 110% (“Rockpoint’s Potential Transfer Tax Liability”) until the date that is four (4) years after the Closing Date (the “Transfer Tax Survival Period”). Without limiting the generality of the foregoing, such net worth may be achieved without limitation, by the undersigned executing and delivering a demand promissory note in the amount of the Post-Closing Breach Liability Cap, from the undersigned in favor of Rockpoint in the form of Schedule 4 attached to the Agreement (the “Demand Note”), which such Demand Note shall remain in effect for the duration of the Survival...
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Holdings LLC. This Certificate of Formation of TerreStar 1.4 Holdings LLC (the “Company”),dated September 9, 2009, is being duly executed and filed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.) (the “Act’).
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Holdings LLC. Holdings LLC hereby represents and warrants to MB the following: (i) Holdings LLC is the sole and exclusive owner of all rights, title and interest in the Patent Assets; (ii) The Patent Assets are free and clear of any liens, license rights (except as set forth in this Agreement), security interests, encumbrances or rights to repurchase; (iii) Holdings LLC has not assigned, transferred, licensed, pledged or otherwise encumbered any of the Patent Assets or agreed to do so; (iv) Holdings LLC is not aware of any violation, infringement or misappropriation of any third party’s rights (or any claim thereof) concerning the Patent Assets; (v) The Patent Assets are properly filed and currently in compliance with formal legal requirements (including, without limitation, payment of filing, examination and governmental taxes and maintenance fees) and enforceable; (vi) Holdings LLC is not aware of any questions or challenges with respect to the patentability or validity of any claims of any existing patents or patent applications relating to the Patent Assets; and (vii) Holdings LLC has paid any annuity, renewal, or administrative fee related to the Patent Assets before the execution of this Agreement.
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Related to Holdings LLC

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Financial Management Government financing and accounting activities (e.g., billing and accounting, credit/charge, expense management, payroll, payment/settlement, debt collection, revenue management, internal controls, auditing, activity based management, currency translation). Asset/Material Management: Acquisition and management of Federal government assets (property/asset management, asset cataloging/identification, asset transfer/allocation/maintenance, facilities management, computers/automation management). Development and Integration: Development and integration of systems across diverse operating platforms (e.g., legacy integration, enterprise application integration, data integration, instrumentation/testing, software development). Human Capital/Workforce Management Development and Integration: Planning and supervisory operations surrounding government personnel (e.g., resource planning/allocation, skills management, workforce directory/locator, team/organization management, contingent workforce management).

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • Holdings In the case of Holdings, conduct, transact or otherwise engage in any material business or operations other than the following (and activities incidental thereto): (i) Holdings’ ownership of the Equity Interests of the Borrower and its other direct and indirect Subsidiaries, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations, including the giving of guarantees or (where permitted) the granting of Liens on its assets, with respect to the Loan Documents, any Permitted Ratio Debt, any Qualified Holding Company Debt, any Incremental Equivalent Debt, Refinancing Equivalent Debt, any Specified Non-Recourse Obligations or any Permitted Refinancing of the foregoing or other Indebtedness that is permitted to be incurred under Section 7.03 and secured under Section 7.01, and any agreement contemplated in connection with a transaction otherwise permitted under this Section 7.13, (iv) any public offering of its common stock or any other issuance of its Equity Interests (including Qualified Equity Interests), (v) any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Article VII, including, (A) any transaction permitted under Section 7.05, (B) making payments or dividends, distributions and redemptions of its Equity Interest and (C) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.06 or constituting an Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) the incurrence of Qualified Holding Company Debt and the incurrence of intercompany debt extended to it pursuant to Section 7.02 in lieu of a Restricted Payment permitted pursuant to Section 7.06, (viii) making Investments in the Borrower or, through the Borrower, to any of the Borrower’s Subsidiaries, (ix) guaranteeing the obligations of its Subsidiaries (including the Borrower) in each case solely to the extent such obligations of such Subsidiaries are not prohibited hereunder and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former officers, directors, employees, members of management and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any direct or indirect parent thereof, the Borrower or other Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof, (x) participating in tax, accounting and other administrative matters as a member of the consolidated, combined, unitary or similar group that included Holdings and the Borrower, (xi) holding and Disposing of any cash, Cash Equivalents or other property received in connection with (A) Restricted Payments received from, and Investments in Holdings made by, its Subsidiaries, (B) contributions to its capital or in exchange for the issuance of Equity Interests (including the redemption in whole or in part of any of its Equity Interests (other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)) and (C) Investments received in respect of any of the foregoing pending application thereof by Holdings, (xii) providing indemnification and contribution to directors, officers, employees, members of management and consultants and the making of any loan to any directors, officers, employees, members of management and consultants contemplated by Section 7.02, (xiii) making Investments in assets that are Cash Equivalents at the time any such Investment is made, (xiv) activities incidental to the consummation of the Transaction, (xv)(1) reincorporating in a new jurisdiction, so long as Holdings remains organized under the Laws of the United States, any state thereof or the District of Columbia and (2) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of acquisition vehicle entities (subject to the requirements of Section 6.12) and intercompany loans and/or investments incidental to such Permitted Acquisitions or similar Investments in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments, (xvi) so long as no Event of Default exists or would result therefrom, Holdings may (i) merge, amalgamate or consolidate with or into any other Person; provided that Holdings shall be the continuing or surviving Person or the continuing or surviving Person shall be organized under the Laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume the obligations of Holdings under the Loan Documents in a manner reasonably acceptable to the Administrative Agent or (ii) change its legal form if the Borrower determines that such action is in its best interests and makes such change in a manner reasonably acceptable to the Administrative Agent (including with respect to the continued perfection of Liens and satisfaction of customary PATRIOT Act requirements) and (xvii) activities incidental to the businesses or activities described in clauses (i) to (xvi) of this Section 7.13.