LLC Agreements. This Agreement shall be subject to all of the provisions of the Management LLC Agreement, and such provisions are incorporated herein by this reference. The Participant understands that, as a condition to receiving the Profits Units granted hereunder, the Participant must execute and comply with the Management LLC Agreement. The Participant shall be a Member and holder of Profits Unit for all purposes under the Management LLC Agreement. Unless expressly stated otherwise in this Agreement, to the extent that, with respect to any right or obligation of the Participant, any provisions of this Agreement are not consistent with the Management LLC Agreement, the provisions of the Management LLC Agreement shall govern.
LLC Agreements. The grant of any Management Units pursuant to this Agreement shall not restrict in any way the adoption of any amendment to the Company LLC Agreement or the Zuffa Parent LLC Agreement in accordance with the terms of such respective agreements.
LLC Agreements. The Oncor Holdings and Oncor LLC Agreements shall be amended to the extent necessary to effect all of the commitments herein.
LLC Agreements. Seller has delivered to Purchaser a true, complete and accurate copies of the AFE LLC Agreement and the Subsidiary LLC Agreements, and all amendments thereto, all of which are each in full force and effect and have not been amended or modified, and there has been no material default by Seller, AFE or the Subsidiaries under the AFE LLC Agreement and the Subsidiary LLC Agreements (as applicable) during Seller’s Ownership Period.
LLC Agreements. Seller shall not amend, supplement, terminate, waive any default under, grant concessions regarding, or otherwise modify in any manner without Purchaser’s consent, the LLC Agreements except that the LLC Agreements may be modified to provide that the membership interests are governed by Article 8 of the Maryland UCC and to provide for the issuance of certificates representing such membership interests. Seller shall neither enter into any contract or agreement nor act or refrain from acting in such a way that could jeopardize Seller’s membership interest in the Property Entities or its ability to transfer to Purchaser clear title to all of the membership interests therein.
LLC Agreements. Holder acknowledges receipt of a copy of the LLC Agreements, and agrees that the New Management Pool Profits Units and the Corresponding Units shall be subject to all of the terms and provisions of this Agreement and the LLC Agreements, as applicable, including future amendments thereto. Holder acknowledges that the Company and Management Pool may from time to time issue additional New Management Pool Profits Units and Corresponding Units, as applicable, in accordance with the terms of this Agreement and the LLC Agreements.
LLC Agreements. Each LLC Agreement to which such Pledgor is a party, true and complete copies of which has been furnished to the Collateral Agent, has been duly authorized, executed and delivered by such Pledgor, has not been amended or otherwise modified (except (i) for any such amendments or modifications prior to the date hereof or (ii) to the extent otherwise permitted hereunder), is in full force and effect and is the legal, valid and binding obligation of, and enforceable against, such Pledgor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law). There exists no default under any such LLC Agreement by such Pledgor.
LLC Agreements. (a) Immediately prior to giving effect to the Transactions contemplated hereby, the entire membership interest of Next Generation is as set forth on Schedule 4.5(a) of the Next Generation Disclosure Schedule.
(b) Immediately prior to giving effect to the Transactions contemplated hereby, the entire membership interest of Research is owned by Next Generation.
(c) Immediately prior to giving effect to the Transactions contemplated hereby, the entire membership interest of Sparks is owned by Next Generation.
LLC Agreements. The LLC Agreement and the Subsidiary LLC Agreements shall have been executed and delivered by the parties thereto.
LLC Agreements. Second Amended and Restated Limited Liability Company Agreement of BioFuel Energy, LLC, dated June 19, 2007, executed by BioFuel Energy, LLC and BioFuel Energy Corp.
