Examples of EBS LLC in a sentence
The covenants and agreements contained in this Agreement to be complied with by Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC and Medifax at or before the Closing shall have been complied with in all material respects.
From and after the Closing until December 15, 2006, EBS LLC shall have the right to borrow from Parent and Parent shall lend to EBS LLC, in one or more increments, an aggregate sum of $5,000,000.
The Purchaser, Master LLC and EBS LLC expressly acknowledge that subsidiaries included in the ViPS Business Unit are not being transferred to or retained by Master LLC or EBS LLC hereunder and immediately prior to the Closing, no capital stock of or other interests in those subsidiaries shall be owned by any of the Companies.
At or prior to the Closing, Parent and Master LLC shall amend (or, in the case of Master LLC, shall cause EBS LLC to amend) the Transition Services Agreement by executing Amendment No. 2 to the Transition Services Agreement in the form attached hereto as Exhibit 5.12.
In the event that EBS LLC shall borrow any sums pursuant to this Section 5.25, such borrowed amount shall be repaid not later than the repayment of the Minimum Cash Balance pursuant to Section 2.15(b) hereof.
The Limited Liability Company Agreement of EBS LLC as in effect immediately prior to the LLC Merger Effective Time shall be the limited liability company agreement of the Surviving LLC until thereafter changed or amended as provided therein or by applicable Law (the “EBS LLC Agreement”).
The inclusion of any matter, information or item in the Disclosure Schedule shall not 77 be deemed to constitute an admission of any liability by Parent, Master LLC, EBS LLC or any Company to any third party or otherwise imply that any such matter, information or item is material or creates a measure for materiality or Material Adverse Effect for the purposes of this Agreement.
From and after the LLC Merger Effective Time, the directors of the Surviving LLC shall be determined pursuant to the terms of the EBS LLC Agreement.
Following the LLC Merger Effective time, the officers of the Surviving LLC shall be determined pursuant to the terms of the EBS LLC Agreement.
Master LLC and EBS LLC acknowledge and agree that Parent shall at all times retain exclusive control over all negotiations with respect to such Actions and final authority to settle any and/or all issues related to the Retained Claims, except with respect to any settlement agreement that contains a sanction or restriction upon the conduct of any business by Master LLC or the Companies.