Endeavor Manager definition
Examples of Endeavor Manager in a sentence
The Corporation and Endeavor Manager will ensure that, on and after the date hereof and continuing through the term of this Agreement, the LLC and each of its direct and indirect subsidiaries that they control and that is treated as a partnership for U.S. federal income tax purposes will have in effect an election under Section 754 of the Code.
All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice: If to the Corporation, Endeavor Manager or the LLC, to: c/o Endeavor Group Holdings, Inc.
The Corporation, Endeavor Manager, the LLC and the TRA Parties agree to report and cause to be reported for all purposes, including federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including, without limitation, the Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that specified in any Schedule finalized consistent with the terms of this Agreement, unless otherwise required by Law.
Endeavor Manager has made available to the Profits Members true and complete copies of the certificate of formation of Endeavor Manager and the Endeavor Manager LLC Agreement, each as amended to date.
At the Management Holdco Effective Time, by virtue of the Management Holdco Merger and without any further action on the part of the holders thereof, each limited liability company interest of UFC Management Holdco issued and outstanding immediately prior to the Management Holdco Effective Time shall be converted into (i) one Endeavor Manager Unit and (ii) one share of Pubco Class X Common Stock.
The Seller’s financial situation is such that the Seller can afford to bear the economic risk of holding the EOC Common Units, Endeavor Manager Units, Pubco Class A Common Stock, Pubco Class X Common Stock and/or Pubco Class Y Common Stock, as applicable (the “Acquired Securities”), for an indefinite period of time, has adequate means for providing for the Seller’s needs and contingencies, and can afford to suffer a complete loss of the Seller’s investment in the Acquired Securities.
Without limiting the generality of the foregoing, following the consummation of the Management Holdco Merger, Endeavor Manager shall succeed, insofar as provided by Law, to all rights, privileges, immunities, franchises, assets, liabilities, duties and obligations of UFC Management Holdco in accordance with the DLLCA.
No broker, finder or similar intermediary has acted for or on behalf of Pubco or Endeavor Manager in connection with this Agreement or the transactions contemplated hereby for which there is any broker’s, finder’s or similar fee or other commission payable by Pubco, Endeavor Manager or any of their respective Subsidiaries.
The separate existence of UFC Management Holdco II shall thereupon cease and Endeavor Manager shall continue as the surviving entity and continue its existence under the Laws of the State of Delaware.
Each of Pubco and Endeavor Manager has all necessary power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and each instrument required by this Agreement and such other Transaction Document, and to perform its obligations hereunder and thereunder and to consummate the Transaction.