Examples of Buyer JV Partner in a sentence
Prior to the Closing, Buyer shall cause Buyer JV Partner not to sell, convey, hypothecate or otherwise transfer or encumber or otherwise restrict or dispose of any or all of its Class A Shares of the JV or any or all right, title and interest thereto.
Comcast shall, and shall cause each of its Affiliates (including each Buyer JV Partner) to, cooperate and following the Termination to use good faith efforts to fulfill as promptly as practicable the conditions precedent (other than the Termination itself) to the respective obligations of Buyer and Seller under Section 5.15 of the Buyer Purchase Agreement.
On the second Business Day prior to the Closing, Buyer shall cause Buyer JV Partner to provide to the parties hereto an estimate of the amount of such Available Cash that will be distributed pursuant to the immediately preceding sentence.
If it is not reasonably practical to effect the distribution contemplated by the first sentence of this Section 5.06 in the manner contemplated thereby, then the parties hereto shall cooperate in good faith to implement a mutually agreeable alternative mechanism such that all Available Cash as of the Closing is distributed or otherwise paid to Buyer JV Partner and Xxxxxx XX Partner immediately prior to, at or as soon as practicable following the Closing.
ABI and Buyer acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, Xxxxxx XX Partner and Buyer JV Partner each shall be responsible for any Taxes properly imposed on its allocable share of income of the JV with respect to any taxable period (or portion thereof) ending on or before the Closing Date, as determined in accordance with the Operating Agreement.
The Partnership considers that more resources including tools, information, research, workshops are needed for NFP organisations in the following key areas: fiduciary responsibility and sound financial management support for self-regulation support for digital literacy more diversity working in partnership resources supporting volunteers, and supporting NFPs in regional, rural and remote areas.
Immediately prior to the Closing, ABI shall cause Xxxxxx XX Partner to, and Buyer shall cause Buyer JV Partner to, cause the JV to distribute all Available Cash to Xxxxxx XX Partner and Buyer JV Partner.
ABI and Buyer acknowledge and agree that Buyer JV Partner is entitled to cause the JV to make an election in accordance with Section 754 of the Code pursuant to Section 25.3 of the Operating Agreement.
Immediately prior to the Closing, ABI shall cause Xxxxxx XX Partner to, and Xxxxx shall cause Buyer JV Partner to, cause the JV to distribute all Available Cash to Xxxxxx XX Partner and Xxxxx JV Partner.
XXX and Xxxxx acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, Xxxxxx XX Partner and Buyer JV Partner each shall be responsible for any Taxes properly imposed on its allocable share of income of the JV with respect to any taxable period (or portion thereof) ending on or before the Closing Date, as determined in accordance with the Operating Agreement.