Surviving LLC definition

Surviving LLC has the meaning set forth in Section 1.01(a).

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Surviving LLC has the meaning set forth in Section 2.01.

Surviving LLC is defined in Section 6.12 of the Agreement.

Examples of Surviving LLC in a sentence

• For the avoidance of doubt, the sole and exclusive recourse for Parent and Surviving LLC shall be solely the funds held in escrow by the Escrow Agent in respect of the ▇▇▇▇▇▇▇▇ Escrow Amount.

• The preparation and filing of any Tax Return of the Company or the Surviving LLC that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Parent.

• The managers and officers of ▇▇▇▇▇▇ Sub, in each case, immediately prior to the Merger Effective Time shall, from and after the Merger Effective Time, be the managers and officers, respectively, of the Surviving LLC until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the New LLC Agreement and applicable law.

• Upon the Merger, all of those books and records will be in the possession of the Surviving LLC.

• Without limiting the generality of the foregoing, and subject thereto, from and after the Merger Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Converted LLC and Merger Sub shall vest in the Surviving LLC, and all debts, liabilities, obligations, restrictions and duties of each of the Converted LLC and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving LLC.

More Definitions of Surviving LLC

Surviving LLC is defined in Section 2.1(b).

Surviving LLC means surviving entity of the OpCo Merger.

Surviving LLC has the meaning set forth in the recitals. “Surviving LLC Pro Rata Percentage” means 6.72557%. “Tail Insurance” has the meaning set forth in Section 5.06. “Tax Adjustment Amount” has the meaning set forth in Section 6.03. “Tax Escrow Amount” means $215,000. “Tax Return” means any return, declaration, disclosure, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Surviving LLC has the meaning set forth in Section 4.1.

Surviving LLC means Merger LLC, as the surviving entity after the Effective Time.

Surviving LLC means the Company, as the Surviving LLC in the Merger.

Surviving LLC shall have the meaning prescribed to such term in Section 2.2.