Focus LLC definition
Examples of Focus LLC in a sentence
In its capacity as the sole managing member of Focus LLC, the Corporate Taxpayer will ensure that, on and after the date hereof and continuing throughout the term of this Agreement, Focus LLC and all of its eligible Subsidiaries will have in effect an election pursuant to Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law).
Except as otherwise provided herein or in the Focus LLC Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Focus LLC, including without limitation preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to Taxes.
The Corporate Taxpayer shall use reasonable efforts (for the avoidance of doubt, taking into account the interests and entitlements of all TRA Holders, the Corporate Taxpayer and Focus LLC) to defend the Tax treatment contemplated by this Agreement and any Schedule in any audit, contest or similar proceeding with any Taxing Authority.
All notices hereunder to the Company or Focus LLC shall be mailed to it at the respective address of its principal place of business and all notices to the Holders shall be mailed to them at their last known addresses as shown on the books and records of the Company.
Each Stockholder hereby acknowledges and agrees that to the extent any Rollover Units are exchanged for shares of Class A Common Stock following the date hereof pursuant to the Focus LLC Agreement, such shares of Class A Common Stock received pursuant to such exchange shall be treated as Covered Shares and Class A Rollover Shares.
Such Stockholder is, as of the date hereof, the record and beneficial owner of the Owned Shares and the Owned Units, all of which are free and clear of any Liens, other than those created by this Agreement, the Merger Agreement, the Focus LLC Agreement or arising under applicable securities laws.
Except as otherwise noted, any capitalized terms used herein have the meanings assigned to such terms in the Focus LLC Agreement.
If to a TRA Holder, other than an Agent, that is or was a partner in Focus LLC, to the address set forth in the records of Focus LLC.
At the LLC Merger Effective Time, the certificate of formation of Focus LLC as in effect immediately prior to the LLC Merger Effective Time shall remain unchanged and shall continue to be the certificate of formation of the Surviving LLC, until thereafter amended as provided therein, as provided by applicable Law and consistent with the obligations set forth in Section 6.11.
Attn: Exchange Agent 82▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Deliver by e-mail to the following addresses: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ The undersigned hereby provides notice, as required pursuant to Section 3.6(b) of the Fourth Amended and Restated Operating Agreement of Focus Financial Partners, LLC (the “Focus LLC Agreement”), of its intent to effect an Exchange on the next Exchange Date (each as defined in the Focus LLC Agreement), as described below.