LLC Sample Clauses

LLC. LLC agrees that it shall at all times during the Term provide Regal, at LLC’s own cost except as otherwise provided in this Agreement, with the following: (i) on a weekly basis, a report of compliance by each Digitized Theatre with on-screen advertising requirements and reasons for any noncompliance, including a report of compliance relating to the Beverage Agreement (the “Beverage Compliance Report”); (ii) on a weekly basis, a representative Play List of national advertising, which LLC shall make available no later than two business days prior to the day on which the Play List be implemented; (iii) on a monthly basis, a report regarding local advertising.

LLC. At the time of the formation of Newco pursuant to Section 2.2 and at the Closing Date: (a) WP LLC shall (i) be a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own its assets and properties and to conduct its business, (b) be duly qualified to transact business as a foreign Person and shall be in good standing in every jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on WP LLC, the WP Entities or the WP Business and (c) have full power and authority to enter into the Ancillary Agreements to which it is a party and to consummate the transactions contemplated thereby. (b) The execution and delivery of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated thereby by the WP LLC shall have been duly authorized by all necessary company action on the part of WP LLC, and each Ancillary Agreement to which WP LLC is a party, when executed and delivered by WP LLC, will constitute a legal, valid and binding obligation of WP LLC, enforceable against WP LLC in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) No consent, waiver, approval, order or authorization of, notice to, or registration, declaration, designation, qualification or filing with, any Governmental Authority or third Person, domestic or foreign, which shall not have been obtained prior to the Closing is or has been or will be required on the part of WP LLC in connection with the execution and delivery of any Ancillary Agreement or the consummation by WP LLC of the transactions contemplated hereby or thereby, other than where the failure to obtain such consents, waivers, approvals, orders or authorizations or to make or effect such registrations, declarations, designations, qualifications or filings will not (x) prevent or materially delay consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (y) prevent WP LLC from performing its obligati...

LLC. LLC agrees that it shall at all times during the Term provide Cinemark, at LLC’s own cost except as otherwise provided in this Agreement, with the following: (i) on a weekly basis, a report of compliance by each Digitized Theatre with on-screen advertising requirements and reasons for any noncompliance, including a report of compliance relating to the Beverage Agreement (the “Beverage Compliance Report”); (ii) on a weekly basis, a representative Play List of national advertising, which LLC shall make available no later than two business days prior to the day on which the Play List be implemented; (iii) on a monthly basis, a report regarding local advertising.

LLC. (i) At the option of LLC, upon a firm commitment underwritten public offering of equity securities of LLC pursuant to an effective registration statement under the Securities Act of 1933, as amended; (ii) At the option of LLC, upon the Change of Control of LLC; (iii) At the option of LLC, upon the Change of Control of Holdings; (iv) By LLC at any time upon or after the occurrence of an Insolvency Event with respect to Holdings; or (v) By LLC at any time if, after thirty (30) days’ prior notice to Holdings of its failure to perform any of its obligations hereunder, Holdings fails to perform such obligations, or at any time with ninety (90) days’ prior notice.

LLC. This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Jukebox Hits Vol. 1 LLC (the “Company”), effective as of [ ], 2023 (the “Effective Date”), is entered into by and between the Company and Double Platinum Management LLC, as the sole member of the Company (the “Member”; together with the Company, the “Parties” and each, a “Party”). This Agreement amends, restates and replaces in its entirety the Amended and Restated Limited Liability Company Agreement of Jukebox Hits Vol. 1 LLC, dated as of May 23, 2023 (the “Prior Agreement”), and the Prior Agreement is no longer in effect.

LLC. (a) LLC is duly formed as a Delaware limited liability company. (b) All member interests in LLC are owned by Parent. (c) LLC has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement and, prior to the effective time of the Second Merger, will not have engaged in any other business activities.

LLC. The Members intend the Company to be a limited liability company under the Act. No Member shall take any action inconsistent with the express intent of the Parties to this Agreement.

LLC. Lien evidenced by the UCC-1 Financing Statement with Bros., LLC, as Debtor, and BancorpSouth Equipment Finance, a division of BancorpSouth Bank, as Secured Party, recorded with the Secretary of State of the State of South Carolina on July 18, 2012, as File Number: 120718-1218389.**

LLC. The Parties agree that if there are any discrepancies between the maps provided in Schedule 1.3(a) and the legal descriptions of the Lee Ranch Reserves also contained in Schedule 1.3(a), the legal dexxxiptions shall control.

LLC. For the purposes of the certification, delinquent taxes are taxes that remain unpaid on the latest day prescribed for payment without penalty under the chapter of the Revised Code governing payment of those taxes.