Examples of JV LLC Agreement in a sentence
For the avoidance of doubt, following the Closing, nothing in this Agreement will limit any remedies available to a Party under the JV LLC Agreement, the JV Letter Agreement or the Newco LLC Agreement after the Closing.
All of the outstanding shares or other Equity Interests of each such Subsidiary owned by the Company or any other Subsidiary are validly issued and outstanding and, to the extent applicable, fully paid and not assessable, and all such shares or other Equity Interests are owned, beneficially and of record, free and clear of all Liens other than restrictions on transfer imposed by applicable law (or, in respect of the Permitted JV, pursuant to the Permitted JV LLC Agreement).
The Members acknowledge that JV Member has the right, pursuant to Section 7.02 of the Property Owner JV LLC Agreement, to liquidate JV Member’s interest in the Property Owner JV.
If KBS JV exercises such right pursuant to the Property Owner JV LLC Agreement, the Members shall cause the Company to be dissolved pursuant to Article XIII hereof.
Upon consummation of the Transactions, Buyer will own (i) JV HoldCo Interests representing indirect ownership of the Buyer Ownership Percentage of the Company Interests and, indirectly, (ii) the Buyer Ownership Percentage of the Company Interests, in each case free and clear of Liens other than Liens imposed by Buyer or restrictions on transfer under applicablesecurities Laws, the JV LLC Agreement, the Newco LLC Agreement or the JV Letter Agreement.