Holdings Entity definition
Examples of Holdings Entity in a sentence
For each member subject to the IPO Unit Redemption, each Holdings Entity shall also provide a letter setting forth, in addition to the information in clauses (iv) and (v), wire transfer instructions for delivery of cash consideration in connection with the IPO Unit Redemption, and other information reasonably requested by Pubco and the Company (the “Distribution Instruction Letter”).
No Holdings Entity is subject to any outstanding or, to the Company’s Knowledge, prospective Governmental Order (including any motion or petition therefor) that does or could reasonably be expected to restrict or impair the use of any Company Intellectual Property or Licensed Intellectual Property.
Each Company IP Agreement is valid and binding on the applicable Holdings Entity in accordance with its terms and is in full force and effect.
With respect to owned Real Property, the Holdings Entities have delivered or made available to Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Holdings Entity acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Holdings Entities and relating to the Real Property.
To the Company’s Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than a Holdings Entity.
No event or circumstance has occurred that, with notice or lapse of time or both, would, with respect to any Holdings Entity, or to the Company’s Knowledge, any other party thereto, constitute an event of default under any Material Contract, result in a termination thereof or cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder.
Except as set forth in a lease applicable to leased Real Property, no Holdings Entity is a party to any agreement or option to purchase any Real Property or interest therein.
No Holdings Entity is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Real Property.
No Holdings Entity is, and, to Holding’s Knowledge, no other party thereto is, or is alleged to be, in breach of or default under, and, no Holdings Entity has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any Company IP Agreement.
There are no Actions, whether settled, pending, or, to the Company’s Knowledge, threatened, against any Holdings Entity alleging any (A) breach or other violation of any Platform Agreement by any Holdings Entity; or (B) defamation, violation of publicity rights of any Person, or any other violation of applicable Law by any Holdings Entity in connection with its use of social media.