Examples of Centrahoma JV in a sentence
Seller owns a 60% membership interest in Centrahoma JV and has good and valid title to, holds of record and owns beneficially the ARMC Centrahoma Interest free and clear of any Liens other than Permitted Liens and the Liens set forth in Schedule 3.7. The ARMC Centrahoma Interest represents Seller’s entire equity interest in Centrahoma JV.
Centrahoma JV is not the subject of any currently ongoing or, to the Knowledge of Seller, threatened investigations or audits related to employment-related violations by any Governmental Authority, and Centrahoma JV is not, nor has been within the previous four years, subject to or otherwise bound by any Governmental Order issued by any Governmental Authority relating to employment-related violations.
Centrahoma JV and Kahuna have fully complied with their respective obligations to provide workers’ compensation insurance in accordance with the Operating Agreement.
No employee of Kahuna has ever claimed in any demand, charge, complaint, lawsuit, investigation, or Proceeding against Centrahoma JV to be an employee Centrahoma JV as defined under applicable Law, whether co-employed or otherwise.
There does not now exist, nor do any circumstances exist that could result in, any “benefit plan liability” of Seller or any Affiliate or ERISA Affiliate of Seller that would be, or could become, a liability following the Closing of Centrahoma JV, Buyer or any of Centrahoma JV’s or Buyer’s Affiliates or ERISA Affiliates.
No third party has asserted against Centrahoma JV any written claim that Centrahoma JV is infringing the Intellectual Property of such third party, and, to the Knowledge of Seller, no third party is infringing the Intellectual Property owned by Centrahoma JV.
To the Knowledge of Seller, Centrahoma JV possesses all Permits, including all Environmental Permits, necessary for it to own, lease and operate its assets and to lawfully operate and carry on the Business as currently conducted.
Centrahoma JV is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite limited liability company power and authority to own or lease its assets and to conduct its business as it is now being conducted.
Except as reflected on Schedule 4.10, there is no material claim by Centrahoma JV pending under any of such policies or bonds as to which coverage has been denied or disputed by the underwriters of such policies or bonds nor has any denial of coverage or reservation of rights notice been given by any such underwriter and issuer with respect to a claim that is still pending.
Upon Closing, Buyer, together with MarkWest, will be the only members of Centrahoma JV, and Buyer will acquire good and valid title to all of the ARMC Centrahoma Interest, free and clear of any Liens other than the transfer restrictions imposed thereon by applicable securities Laws or Liens created by Buyer.