Examples of Third A&R LLC Agreement in a sentence
Except for (i) obligations arising under this Agreement or the Third A&R LLC Agreement, (ii) as provided for in the Company Financial Statements, (iii) Liabilities (other than Liabilities reflected in Working Capital) incurred after September 30, 2020 in the ordinary course of business and totaling less than $1,000,000 in the aggregate, or (iv) other Liabilities arising from or relating to the items set forth on Schedule 4.06, the Company Group is not subject to any material Liability.
Except as set forth on Schedule 4.21 and in the Third A&R LLC Agreement, no member of the Company Group is a party to any contract, agreement or other arrangement pursuant to which such Company Group member is restricted or otherwise prohibited from declaring, setting aside, or paying any dividend or making any other distribution whether in cash or in‑kind.
The Third A&R LLC Agreement shall govern the rights and obligations of the Company and the other parties to this Agreement in their capacity as Members prior to the Effective Time.
For the avoidance of doubt, the amount of distributions to be made pursuant to this Section 4.01(b)(iv) shall be calculated pursuant to the methodology set forth in Section 4.1(a) of the Third A&R LLC Agreement (as if the Third A&R LLC Agreement was still in effect).
This Agreement amends and restates the Third A&R LLC Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company effective as of the date set forth above.
The parties hereto agree that any dispute or disagreement based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby shall be resolved through arbitration pursuant to Article 14 of the Third A&R LLC Agreement.
The hiring plan, which should include: Job descriptions, including qualifications and responsibilities, used in the hiring of school administrators, teachers and other school employees.
Except as set forth on Schedule 4.21 and in the Third A&R LLC Agreement, no member of the Company Group is a party to any contract, agreement or other arrangement pursuant to which such Company Group member is restricted or otherwise prohibited from declaring, setting aside, or paying any dividend or making any other distribution whether in cash or in-kind.
This Agreement amends and restates in its entirety and supersedes the Third A&R LLC Agreement (as heretofore amended), which shall have no further force or effect on and after the Effective Time.
The Seller shall not, and shall not permit any of its Affiliates or Associates or such Affiliates’ Associates to, enter into or deliver any Contract, instrument or other document relating to the SW Reorganization, other than the Third A&R LLC Agreement, the Parent LLC Agreement, the IPC Contribution Agreement and the IPC/SW Side Letter.