Examples of Buyer Operating Agreement in a sentence
The Seller Units, are duly authorized, validly issued and outstanding, fully paid and nonassessable, free and clear of all Liens, other than those restrictions under applicable federal and state securities laws or as set forth under the Buyer Operating Agreement.
As of the Closing, the ownership of Buyer will be as set forth in the Buyer Operating Agreement.
Seller shall have received from Buyer (a) a copy of the Buyer Operating Agreement and (b) resolutions adopted by the member of Buyer, approving this Agreement and the agreements and the transactions contemplated hereby and thereby, certified by the manager of Buyer.
Management Company shall have executed and delivered to the MPT TRS Entity the Buyer Operating Agreement.
Buyer shall use its best efforts to cause a designee of Seller, or any other Person to which the Junior Subordinated Note has been assigned in accordance with the terms thereof, as the case may be, which designee shall initially be Rxxxxx Xxxxxxxxxx, to be elected as a manager of Buyer in any and all elections of managers of Buyer from and after the Closing in accordance with Section 5.1(b) of the Buyer Operating Agreement.
This Agreement, including the Escrow Agreement, Employment Agreements, Support Agreement, Exchange Trust Agreement, the Nextera Operating Agreement the Buyer Operating Agreement, the Share Exchange Agreement, Letter Agreement and all other documents delivered herewith, the entire agreement of the parties with respect to its subject matter, and supersedes all previous written or oral negotiations, commitments and writings.
Buyer is not in violation of any of the provisions of the Buyer Certificate of Formation or the Buyer Operating Agreement.
Buyer was formed on April 13, 2023, and since that date has not, except as expressly set forth in this Agreement, (A) conducted any business operations or taken any action for which the consent of Seller would be required under the Buyer Operating Agreement, (B) employed any Person or (C) incurred or become responsible for any material Liability.
In addition, if any claim for indemnification made by Xxxxx remains unresolved, Buyer may withhold the unresolved claim amount from any royalties due hereunder or distributions payable under the Buyer Operating Agreement until such claim is resolved pursuant to the terms of this Agreement.
The Buyer Operating Agreement attached as Exhibit L is in full force and effect, as amended through the Closing Date.