Newly Formed Entity Sample Clauses
The "Newly Formed Entity" clause defines how the rights and obligations under an agreement apply if a party undergoes a reorganization, merger, or forms a new legal entity. Typically, this clause clarifies whether the new entity automatically assumes the original party's responsibilities or if additional consent is required. For example, if a company restructures and creates a subsidiary, the clause will specify if the subsidiary inherits the contract's terms. Its core function is to ensure continuity and clarity in contractual relationships despite changes in a party's corporate structure, thereby preventing disputes over who is bound by the agreement.
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Newly Formed Entity. If Proposer is a newly formed entity and does not have independent financial statements, financial statements for the Equity Members and any required guarantors shall be provided (and Proposer shall expressly state that Proposer is a newly formed entity and does not have independent financial statements).
Newly Formed Entity. H▇▇▇▇▇ recognizes that Parent was only formed in connection with the transactions contemplated by the Merger Agreement and the JBA and, accordingly, has no financial or operating history and that the investment in Parent is extremely speculative and involves a high degree of risk.
Newly Formed Entity. The Company was organized solely for the purpose of effecting the transactions contemplated by the Merger Agreement and the other Transaction Documents, as of the Effective Time will have engaged in no activity other than in connection with such transactions. Investor recognizes that the Company was only recently formed and, accordingly, has no financial or operating history and that its investment in the Company is extremely speculative and involves a high degree of risk.
Newly Formed Entity. Investor recognizes that the Company was only recently formed and, accordingly, has no financial or operating history and that the investment in the Company is extremely speculative and involves a high degree of risk.
Newly Formed Entity. It recognizes that the Company was only recently formed and, accordingly, has no financial or operating history and that the investment in the Company is extremely speculative and involves a high degree of risk.
Newly Formed Entity. Such Holder recognizes that the investment in Topco is speculative and involves a high degree of risk.
Newly Formed Entity. If Proposer, any Equity Member or any proposed Financially Responsible Party is a newly formed entity (formed within two (2) years before the SOQ Due Date) and does not have independent financial statements, financial statements for the Equity Members or proposed Financially Responsible Party shall be provided (and Proposer shall expressly state that Proposer, Equity Members or proposed Financially Responsible Party (as applicable) is a newly formed entity and does not have independent financial statements).
Newly Formed Entity. The Investor recognizes that Parent was only recently formed and, accordingly, has no financial or operating history and that the investment in Parent is extremely speculative and involves a high degree of risk.
Newly Formed Entity. Since the date of its formation, the Buyer has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary hereto.
Newly Formed Entity. Holdings is a Delaware corporation, newly formed by WIN solely for the purpose of engaging in the transactions contemplated by this Agreement. Holdings has no other purpose other than holding all of the Subsidiary Shares.