Examples of Modelo Party in a sentence
Immediately following such contribution by Xxxxxx, Modelo shall contribute, in exchange for its Membership Interest in the Company, the Contributed Modelo Party Cash as set forth in the Joint Venture Agreement.
None of Xxxxxx, the Modelo Party or Diblo shall have any obligation to guarantee or otherwise provide credit support for the Company’s obligations under the Credit Facility.
In addition, if at any time, any payment, or part thereof, by Diblo, the Modelo Party or Extrade is rescinded or must otherwise be returned upon the bankruptcy, insolvency, dissolution, liquidation or reorganization of Diblo, the Modelo Party or Extrade or otherwise, the obligations of Diblo under this Article IV shall continue to be effective or shall be automatically reinstated, all as though such payment had not been made.
The joint venture shall become effective on the Closing Date and shall continue thereafter until Xxxxxx or the Modelo Party ceases to be a Member of the Company pursuant to the terms of the Company LLC Agreement, unless a Permitted Transferee of such party becomes a Member of the Company pursuant to the terms of the Company LLC Agreement, or until the Company ceases to do business pursuant to Article XII of this Agreement, whichever first occurs.
The obligations of Diblo shall not be released, limited or impaired or subject to any defense or setoff, other than a defense that payment or performance has been made by Diblo, the Modelo Party or Extrade, as applicable, and except for defenses based on a final judicial determination by a court of competent jurisdiction that Diblo has a defense to performance based on the Company’s or Xxxxxx’x breach of the Importer Agent or Company LLC Agreement.
Diblo shall or shall cause the Modelo Party to pay such amount to Xxxxxx, or its successors or assigns, by wire transfer of immediately available funds.
Except as provided in Section 2.2, none of Xxxxxx, the Company, the Modelo Party or Diblo shall assume or be liable for any obligations or liabilities of any of the others of any kind or nature, except, in the case of the Company only, the Contributed Xxxxxx Liabilities which are specifically assumed by the Company pursuant to the Xxxxxx Contribution Agreement.
Net tax-exempt interest distributed by the Fund to shareholders may not be exempt from state or local taxation.
Any sale of the Xxxxxx Membership Interest to the Modelo Party pursuant to this section shall be upon the terms and conditions set forth in Sections 12.10(b) and (c) of the Company LLC Agreement.
On the Closing Date and after the contribution of the Contributed Xxxxxx Assets, Xxxxxx shall, and Diblo shall cause the Modelo Party to, execute and deliver a limited liability agreement for the Company (the “Company LLC Agreement”) in the form attached hereto as Exhibit B.