BellRing LLC definition
Examples of BellRing LLC in a sentence
Board”) and Post, as the sole member of BellRing LLC, desire to effect an underwritten public offering (the “IPO”) of BellRing Inc.
For example, if BellRing LLC ceases to be a consolidated subsidiary or equity method affiliate of Post on June 30, 2020, BellRing LLC’s obligations under this Section 6.1 shall remain in effect until Post shall have filed its Form 10-K for the year ended September 30, 2022.
Prior to any printing or public release of or use of any Post Public Filing, an appropriate executive officer of BellRing LLC or BellRing Inc.
The relevant BellRing LLC Entity shall pay over to Post any such refund, net of Taxes and reasonable expenses attributable thereto, paid in cash within ten (10) Business Days after receipt thereof, and to the extent any refunds are applied against a future Tax liability, the relevant BellRing LLC Entity shall pay over to Post the amount of Tax savings at the time the Tax Return in which such savings are realized is required to be filed (taking into account applicable extensions).
To the extent BellRing LLC or any BellRing LLC Entity is required to be included in any Post Consolidated Return, Post shall prepare and file (or cause to be prepared and filed) each such Post Consolidated Return, and shall pay, or cause to be paid, to the applicable Governmental Authority all Taxes due in respect of any such Post Consolidated Return.
Without limiting the generality of the foregoing, each of BellRing LLC and BellRing Inc.
All of the Post Owned BellRing LLC Units are owned free and clear of any and all Liens (other than the restrictions set forth in this Agreement and the BellRing LLC Agreement).
Post shall not make, and shall not permit any other member of the Post Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against BellRing Inc., BellRing LLC or any other member of the BellRing Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b).
Except as provided for in this Section 5.5, Post does not Beneficially Own any other BellRing LLC Units, any other equity interest in BellRing LLC, or any options, warrants, calls, puts, convertible securities, exchangeable securities or subscription, preemptive or other rights, agreements or commitments of any kind to purchase or receive any equity interest in BellRing LLC.
None of Post, BellRing LLC or SpinCo has had agreements, understandings, arrangements or “substantial negotiations” (within the meaning of Section 1.355-7(h)(1) of the Treasury Regulations) during the two-year period ending on the date of the Distribution with any Person (other than BellRing).