Paragon Entities definition

Paragon Entities means, collectively, Paragon, Hollandia GA Investor Corp., Hollandia GA and their respective Subsidiaries.

Paragon Entities means, collectively, Paragon, Hollandia GA Investor Corp., Hollandia GA and their respective Subsidiaries. “Paragon Georgia PSA” means the Purchase and Sale Agreement dated as of March 14, 2022 among (1) Mosaic Capital Investors I, LP and True West Capital Partners Fund II, LP, as sellers, (2) the Sellers’ Representative, (3) the Company, as purchaser, (4) Hollandia GA Investor Corporation, a Delaware corporation, and (5) Holdings, as parent, pursuant to which the Company agreed to purchase all of the issued and outstanding shares of capital stock of Hollandia GA Investor Corp. holding all of the issued and outstanding Series A Preferred Units of Hollandia GA. The Borrowers acknowledge and agree that a true, correct and complete copy of the Paragon Georgia PSA was delivered to the Lender on the First Amendment Effective Date. “Paragon Georgia UPA” means the Unit Purchase Agreement dated as of March 14, 2022 among (1) the individuals identified therein, as sellers, (2) the Company, as purchaser, and (3) Holdings, as parent, pursuant to which the Company agreed to purchase all of the issued and outstanding Class B Common Units of Hollandia GA. The Borrowers acknowledge and agree that a true, correct and complete copy of the Paragon Georgia UPA was delivered to the Lender on the First Amendment Effective Date. “Paragon Material Adverse Effect” means a “Company Material Adverse Effect,” as defined in the Paragon California PSA as in effect on the First Amendment Effective Date.

Paragon Entities means, collectively, Paragon, Hollandia GA Investor Corp., Hollandia GA and their respective Subsidiaries. “Paragon Georgia PSA” means the Purchase and Sale Agreement dated as of March 14, 2022 among (1) Mosaic Capital Investors I, LP and True West Capital Partners Fund II, LP, as sellers, (2) the Sellers’ Representative, (3) the Company, as purchaser, (4) Hollandia GA Investor Corporation, a Delaware corporation, and (5) Holdings, as parent, pursuant to which the Company agreed to purchase all of the issued and outstanding shares of capital stock of Hollandia GA Investor Corp. holding all of the issued and outstanding Series A Preferred Units of Hollandia GA. The Borrowers acknowledge and agree that a true, correct and complete copy of the Paragon Georgia PSA was delivered to the Lender on the First Amendment Effective Date. “Paragon Georgia UPA” means the Unit Purchase Agreement dated as of March 14, 2022 among (1) the individuals identified therein, as sellers, (2) the Company, as purchaser, and (3) Holdings, as parent, pursuant to which the Company agreed to purchase all of the issued and outstanding Class B Common Units of Hollandia GA. The Borrowers acknowledge and agree that a true, correct and complete copy of the Paragon Georgia UPA was delivered to the Lender on the First Amendment Effective Date. “Paragon Material Adverse Effect” means a “Company Material Adverse Effect,” as defined in the Paragon California PSA as in effect on the First Amendment Effective Date. “Paragon Properties” means, collectively, (i) the real property and related improvements owned by the Paragon Property Purchaser, having a common address of 1550 Xxxxx Xxxxxx Xxxx, Carpinteria, Santa Xxxxxxx County, California 93013, (ii) the real property and related improvements owned by the Paragon Property Purchaser, having a common address of 6135 Xxxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxx 00000, xxd (iii) the real property and related improvements owned by the Paragon Property Purchaser, having a common address of Highway 41, Warner Robins, Peach County, Georgia 31088. “Paragon Property PSA” means the Purchase and Sale Agreement dated as of March 14, 2022 between (1) STORE Master Funding XVIII, LLC, as seller, and (2) Hollandia Real Estate, LLC, as purchaser (the “Paragon Property Purchaser”), pursuant to which the seller agreed to sell, and Hollandia Real Estate, LLC agreed to purchase, the Paragon Properties. The Borrowers acknowledge and agree that a true, correct an...

Examples of Paragon Entities in a sentence

• Pursuant to the Noble Term Sheet, Noble has agreed to provide, among other things, credit support to Paragon with respect to certain bonding obligations imposed by Mexican Governmental Units in exchange for Paragon’s release of all claims and causes of action arising under, relating to, or in connection with the Spin-Off (as defined in the Noble Term Sheet) that the Paragon Entities may hold against the Noble Entities.

• The financial projections and forecasts previously provided by Paragon to Noble are consistent in all material respects with the financial projections and forecasts provided prior to the Filing Date by Paragon to the Restructuring Parties that are not Paragon Entities in connection with negotiation of the PSA.

• To the Knowledge of Paragon, Schedule I hereto sets forth a true, complete and correct list of (a) the tax audit claims of Applicable Paragon Tax Liabilities asserted by the Mexican Governmental Authorities on or prior to the date of the Term Sheet attributable to the Paragon Entities, and (b) each bond for any Applicable Paragon Tax Liability posted by or on behalf of Paragon on or prior to the date of the Term Sheet attributable to the Paragon Entities.

• Pursuant to the Noble Settlement Agreement, Noble has agreed to provide, among other things, credit support to Paragon with respect to certain bonding obligations imposed by Mexican governmental units in exchange for Paragon’s release of all claims and causes of action arising under, relating to, or in connection with the Spin-Off that the Paragon Entities may hold against the Noble Entities.

• Pursuant to the Noble Settlement Agreement, Noble has agreed to provide, among other things, credit support to Paragon with respect to certain bonding obligations imposed by Mexican Governmental Units in exchange for Paragon’s release of all claims and causes of action arising under, relating to, or in connection with the Spin-Off that the Paragon Entities may hold against the Noble Entities.

• The Bankruptcy Court has approved Deloitte’s retention to perform these services (Docket No. 1044).The Plan contemplates that the Debtors will effectuate the U.K. Sale Transaction and the Corporate Restructuring (the reorganization of the Paragon Entities in accordance with the terms of the U.K. Implementation Agreement).

• Applicable Paragon Tax Liabilities Upon final resolution of the amount of any Applicable Paragon Tax Liability (or any portion thereof) other than for customs Taxes, Noble will timely pay 100% of the ultimate resolved amount of such Tax for Noble Entities and timely pay 50% of the ultimate resolved amount of such Tax for Paragon Entities, and Paragon will timely pay 50% of the ultimate resolved amount of such Tax for Paragon Entities.

• Upon final resolution of the amount of any Applicable Paragon Tax Liability (or any portion thereof) other than for customs Taxes, Noble will timely pay 100% of the ultimate resolved amount of such Tax for Noble Entities and timely pay 50% of the ultimate resolved amount of such Tax for Paragon Entities, and Paragon will timely pay 50% of the ultimate resolved amount of such Tax for Paragon Entities.