LLC Assets Sample Clauses
LLC Assets. To the extent any of the transactions or actions relating to the transfer of the LLC Assets and dividend of the LLC Units shall have occurred prior to the Closing, such transactions and actions shall have been completed in accordance with Section 5.15 and the release or writing contemplated by clause (D) of Section 5.15(a) shall have been obtained, and the Company shall have delivered a certificate signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer to the effect that such transactions have been completed and such release or writing has been obtained in accordance with the terms of Section 5.15 and attaching such evidence and documents with respect thereto as Parent may reasonably request.
LLC Assets. The LLC and each of the Sellers agrees, covenants and represents that the LLC assets, including all operating assets, oil and gas drilling and production rights, leases and agreements, owned or controlled by the LLC as of the Effective Date will remain and be the sole personal property of the LLC as of and after the consummation of the Closing, and the LLC will not be dissolved under laws of Mississippi or LLC Operating Agreement as a result of the Exchange. Further, the LLC balance sheet as of the Effective Date and as of the Closing will be substantially the same, excepting usual and customary adjustments resulting from conduct of LLC business in the routine, normal conduct of business. LLC and Sellers will not sell, transfer, assign, pledge or encumber any assets of LLC after the Effective Date without the prior, informed, and written consent of the Buyer. LLC and Sellers have not sold, transferred, assigned, pledged, or encumbered any assets of LLC from December 31, 2019, through the Effective Date, except as expressly stated in Exhibit B hereto.
LLC Assets. Permit LLC to hold any assets except (a) any assets required to be held by LLC under the BCI Credit Agreement (as delivered to Collateral Agent on or about the Third Amendment Date) and (b) any assets in an aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000) which are required to be held by LLC to maintain adequate capital in light of its contemplated business purpose, transactions and liabilities.
5.9 Section 8.2 (
LLC Assets. No later than immediately prior to Closing, Comcast shall take all actions necessary to ensure that, as of immediately prior to Closing, the Indiana Excluded Assets and the Kentucky Excluded Assets are held by Comcast and/or its Affiliates other than Comcast Phone Kentucky or Comcast Phone Indiana.
LLC Assets. Section 8.18 of the Merger Agreement is hereby amended by deleting Section 8.18 in its entirety and by insertion, in lieu thereof, of the following:
LLC Assets. All “Intellectual Property” as defined in the Assignment of Intellectual Property dated effective as of January 15, 2014 between the Company and XG Sciences IP, LLC, including without limitation the following:
LLC Assets. Permit LLC to hold any assets except (a) any assets required to be held by LLC under the BCI Credit Agreement (in the form most recently delivered to and accepted by Collateral Agent), (b) any assets in an aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000) which are required to be held by LLC to maintain adequate capital in light of its contemplated business purpose, transactions and liabilities, and (c) those certain rights to receive royalty payments sold to LLC by Halozyme pursuant to that certain Purchase and Sale Agreement dated as of January 26, 2016, between Halozyme and LLC (in the form most recently delivered to and accepted by Collateral Agent).