Acquisition LLCs definition
Examples of Acquisition LLCs in a sentence
Buyer agrees that it and its Affiliates will not take any action that would cause either of the Acquisition LLCs to be classified as a corporation for any federal, state or local income tax purpose before or on the Closing Date.
Each Seller agrees that it and its Affiliates will not take any action that would cause either of the Acquisition LLCs to be classified as a corporation for any federal, state or local income tax purpose.
The Seller Group and its Affiliates (other than Holding LLC or the Acquisition LLCs) shall be responsible, severally (but not jointly and severally unless otherwise so liable under applicable law), for all of their respective Liabilities, including Health Benefit Obligations, other than the Assumed Liabilities.
Seller Group and its Affiliates (other than the Acquisition LLCs) (the "Retained Liability Group") shall be responsible for all Retained Liabilities of Seller Group, any Affiliate of Seller Group and any Predecessor, successor in interest, Related Person, lessee, sublessee or contractor.
Seller Group has caused, or concurrently herewith shall cause, the lessees and the Acquisition LLCs to enter into all leases, subleases and assignments necessary to lease or sublease, as applicable, the Reserves to Affiliates of Seller in the forms attached hereto as Exhibit B-1, and Exhibit B-2, (together, the "Leases"), and Exhibit B-3 and Exhibit B-4 (together, the "Coal Lease Assignments"), which Leases and Coal Lease Assignments shall be delivered to Buyer at the Closing pursuant to Section 6.2(k).
Platinum hereby guarantees (i) the full and prompt payment and performance by Purchasers of all of their pre-Closing liabilities, obligations, commitments, responsibilities and duties under this Agreement through the Closing and (ii) Acquisition LLC's obligation's under the Note.
The Coal Supply Agreements shall not be contributed or assigned to Holding LLC or the Acquisition LLCs and shall be deemed to be Excluded Assets.
Seller Group has caused, or concurrently herewith shall cause, the lessees and the Acquisition LLCs to enter into all leases, subleases and assignments necessary to lease or sublease, as applicable, the Reserves to Affiliates of Seller in the forms attached hereto as Exhibit B-1 and Exhibit B-2 (together, the "Leases"), and Exhibit B-3 and Exhibit B-4 (together, the "Coal Lease Assignments"), which Leases and Coal Lease Assignments shall be delivered to Buyer at the Closing pursuant to Section 6.2(k).
Seller Group and its Affiliates have not and shall not contribute or otherwise transfer, whether voluntarily, by operation of law or otherwise, any Retained Liabilities to the Acquisition LLCs or Buyer.
All other documents or instruments as may be reasonably necessary in order to convey to and vest in the Acquisition LLCs or Buyer the Assets as contemplated by this Agreement.