Examples of Company Distribution Agreement in a sentence
Prior to the Company Distribution, the Company Distribution Agreement and the Company Ancillary Agreements will be duly executed and delivered by each of Company and Lakes and upon such execution and delivery, will constitute the valid and binding obligations of each of Company and Lakes, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Each of the Transaction Documents to which it is a party (other than the Company Distribution Agreement and the Company Ancillary Agreements) has been duly executed and delivered by each of Company and Lakes and constitutes the valid and binding obligation of Company and Lakes (as applicable), enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.
As of the time of the Company Distribution, (i) the issued and outstanding shares of common stock of Lakes will be equal to the shares of Company Common Stock that are then issued and outstanding, (ii) Lakes will have issued options as described in the Company Distribution Agreement and (iii) all outstanding shares of capital stock of Lakes will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.
Subject to Lake's obligations to indemnify the Surviving Corporation with respect to such obligations pursuant to Section 7.9 hereof and Article V of the Company Distribution Agreement, the Surviving Corporation shall comply with all of Company's obligations under any Indian Gaming and Debt Agreements or Lakes Agreements to which it is a party or subject to and for which it has not been released.
Prior to the Effective Time and subject to the second preceding sentence, Company will not agree to or permit any material modification of the terms of the Company Distribution Agreement or the Company Ancillary Agreements without the prior written consent of Hilton, which consent will not be unreasonably withheld.
Company and Gaming Co. also shall have received as of the same date an opinion of Xxxxxx Xxxxxxxx LLP at a level of detail reasonably satisfactory to Company and Gaming Co., indicating that there is at least a "reasonable basis" (as defined in Code section 6662) for filing the Tax Returns reporting the Base Stratosphere Loss (as defined in the Tax Allocation and Indemnity Agreement attached to the Company Distribution Agreement) in the manner recommended by Lakes and its representatives.
Except as contemplated by the Company Distribution Agreement, none of Company or any of its Subsidiaries is a party to or is bound by any tax sharing agreement, tax indemnity obligation or similar agreement, arrangement or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority).
The Shareholders hereby consent and agree to the amendment of the Steel Company Distribution Agreement and of the Nittetsu Sub-Distribution Agreement and to the terms and provisions contained in this Agreement to be performed by the Coating Company.
For so long as the Surviving Corporation is required to provide indemnification to any Indemnified Person, Gaming Co.’s ability to transfer any material Mississippi Group Asset (as defined in the Company Distribution Agreement) out of the Surviving Corporation shall be limited as follows.
These payment terms will not apply to Distributor until the Company Distribution Agreement FH Orthopedics, Inc — CPM Medical Consultants has received the credit information requested from Distributor, which may include financial statements of the Distributor, bank references, trade references and other similar information as requested by the Company, that provides the Company with reasonable assurance of payment.