Common use of Independent Nature of Rights and Obligations Clause in Contracts

Independent Nature of Rights and Obligations. The rights and obligations of each TRA Party hereunder are several and not joint with the rights and obligations of any other Person. A TRA Party shall not be responsible in any way for the performance of the obligations of any other Person hereunder, nor shall a TRA Party have the right to enforce the rights or obligations of any other Person hereunder (other than PubCo). The obligations of a TRA Party hereunder are solely for the benefit of, and shall be enforceable solely by, PubCo. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any TRA Party pursuant hereto or thereto, shall be deemed to constitute the TRA Parties acting as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the TRA Parties are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated hereby, and PubCo acknowledges that the TRA Parties are not acting in concert or as a group and will not assert any such claim with respect to such rights or obligations or the transactions contemplated hereby. PUBCO: [CARITAS], INC. By: Name: Title: GT LLC: CARITAS THERAPEUTICS, LLC By: Name: Title: [AMBER GT]: [GT HOLDINGS,] LLC By: Name: Title: Exhibit A FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of [•], 20__ (this “Joinder”), is delivered pursuant to that certain Tax Receivable Agreement, dated as of [·], 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tax Receivable Agreement”) by and among [Caritas], Inc., (f/k/a ARYA Sciences Acquisition Corp IV), a Delaware corporation (“PubCo”), [Amber GT Holdings], LLC, a Delaware limited liability company, Caritas Therapeutics, LLC, a Delaware limited liability company and each of the TRA Parties from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (ARYA Sciences Acquisition Corp IV), Limited Liability Company Agreement (Amicus Therapeutics, Inc.)

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Independent Nature of Rights and Obligations. The rights and obligations of the each TRA Party Member and LLC Option Holder hereunder are several and not joint with the rights and obligations of any other Person. A TRA Party Member or an LLC Option Holder shall not be responsible in any way for the performance of the obligations of any other Person hereunder, nor shall a TRA Party Member or an LLC Option Holder have the right to enforce the rights or obligations of any other Person hereunder (other than PubCothe Corporation). The obligations of a TRA Party Member or an LLC Option Holder hereunder are solely for the benefit of, and shall be enforceable solely by, PubCothe Corporation. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any TRA Party Member or LLC Option Holder pursuant hereto or thereto, shall be deemed to constitute the TRA Parties Members and/or LLC Option Holders acting as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the TRA Parties Members and/or LLC Option Holders are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated hereby, and PubCo the Corporation acknowledges that the TRA Parties Members and LLC Option Holders are not acting in concert or as a group and will not assert any such claim with respect to such rights or obligations or the transactions contemplated hereby. PUBCO[Signature Page Follows This Page] [Signature Page to Tax Receivable Agreement] NY\6516862.10 DRAFT 10-14-2014#86439996v1 IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above. CORPORATION: [CARITAS], INC. XXXX CORPORATION By: _________________________________ Name: Title: GT LLCMEMBERS: CARITAS THERAPEUTICSWAYZATA OPPORTUNITIES FUND II, LLC L.P. By: WOF II GP, L.P., its General Partner By: WOF II GP, LLC, its General Partner By: _________________________________ Name: Title: [AMBER GT]WAYZATA OPPORTUNITIES FUND OFFSHORE, L.P. By: [GT HOLDINGS,] LLC WOFO II GP, L.P.], its General Partner By: [WOFO II GP, LLC], its General Partner By: _________________________________ Name: Title: Exhibit A FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of [•], 20XXXX HOLDINGS: XXXX HOLDINGS LLC By: _________________________________ (this “Joinder”), is delivered pursuant to that certain Tax Receivable Agreement, dated as of [·], 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tax Receivable Agreement”) by and among [Caritas], Inc., (f/k/a ARYA Sciences Acquisition Corp IV), a Delaware corporation (“PubCo”), [Amber GT Holdings], LLC, a Delaware limited liability company, Caritas Therapeutics, LLC, a Delaware limited liability company and each of the TRA Parties from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.Name: Title:

Appears in 1 contract

Samples: Limited Liability Company Agreement (Neff Corp)

Independent Nature of Rights and Obligations. The rights and obligations of each TRA Party Member hereunder are several and not joint with the rights and obligations of any other Person. A TRA Party Member shall not be responsible in any way for the performance of the obligations of any other Person hereunder, nor shall a TRA Party Member have the right to enforce the rights or obligations of any other Person hereunder (other than PubCothe Corporation). The obligations of a TRA Party Member hereunder are solely for the benefit of, and shall be enforceable solely by, PubCothe Corporation. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any TRA Party Member pursuant hereto or thereto, shall be deemed to constitute the TRA Parties Members acting as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the TRA Parties Members are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated hereby, and PubCo the Corporation acknowledges that the TRA Parties Members are not acting in concert or as a group and will not assert any such claim with respect to such rights or obligations or the transactions contemplated hereby. PUBCOCORPORATION: [CARITAS]BELLRING BRANDS, INC. By: /s/ Xxxxx Xxxx Xxxxxxxxx Name: Xxxxx Xxxx Xxxxxxxxx Title: GT President and Chief Executive Officer BELLRING LLC: CARITAS THERAPEUTICSBELLRING BRANDS, LLC By: /s/ Xxxxx Xxxx Xxxxxxxxx Name: Xxxxx Xxxx Xxxxxxxxx Title: [AMBER GT]President and Chief Executive Officer POST: [GT POST HOLDINGS,] LLC , INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President, General Counsel and Chief Administrative Officer, Secretary Exhibit A FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of [•], 20__ 20 (this “Joinder”), is delivered pursuant to that certain Tax Receivable Agreement, dated as of [·]October 21, 2021 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tax Receivable Agreement”) by and among [Caritas]BellRing Brands, Inc., (f/k/a ARYA Sciences Acquisition Corp IV), a Delaware corporation (the PubCoCorporation”), [Amber GT Holdings]BellRing Brands, LLC, a Delaware limited liability company, Caritas Therapeutics, LLC, a Delaware limited liability company and each of the TRA Parties Members from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.

Appears in 1 contract

Samples: Tax Receivable Agreement (Bellring Brands, Inc.)

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Independent Nature of Rights and Obligations. The rights and obligations of each TRA Party Member hereunder are several and not joint with the rights and obligations of any other Person. A TRA Party Member shall not be responsible in any way for the performance of the obligations of any other Person hereunder, nor shall a TRA Party Member have the right to enforce the rights or obligations of any other Person hereunder (other than PubCothe Corporation). The obligations of a TRA Party Member hereunder are solely for the benefit of, and shall be enforceable solely by, PubCothe Corporation. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any TRA Party Member pursuant hereto or thereto, shall be deemed to constitute the TRA Parties Members acting as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the TRA Parties Members are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated hereby, and PubCo the Corporation acknowledges that the TRA Parties Members are not acting in concert or as a group and will not assert any such claim with respect to such rights or obligations or the transactions contemplated hereby. PUBCOCORPORATION: [CARITAS]BELLRING BRANDS, INC. By: Name: Title: GT BELLRING LLC: CARITAS THERAPEUTICSBELLRING BRANDS, LLC By: Name: Title: [AMBER GT]POST: [GT POST HOLDINGS,] LLC , INC. By: Name: Title: Exhibit A FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of [•], 20__ 20 (this “Joinder”), is delivered pursuant to that certain Tax Receivable Agreement, dated as of [·], 2021 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tax Receivable Agreement”) by and among [Caritas]BellRing Brands, Inc., (f/k/a ARYA Sciences Acquisition Corp IV), a Delaware corporation (the PubCoCorporation”), [Amber GT Holdings]BellRing Brands, LLC, a Delaware limited liability company, Caritas Therapeutics, LLC, a Delaware limited liability company and each of the TRA Parties Members from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.

Appears in 1 contract

Samples: Tax Receivable Agreement (Bellring Brands, Inc.)

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