The LLC. (a) The LLC is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York and has all requisite powers necessary to carry on its business as now conducted, to own, lease and operate its properties.
The LLC. Promptly following the formation of the LLC, CNET and NBC shall cause the LLC to become a party to this Agreement by executing and delivering a copy hereof. This Agreement is a binding obligation on CNET and NBC notwithstanding that the LLC has not executed this Agreement as of the date hereof.
The LLC. 1.1 DENVER POST PRODUCTION FACILITIES LLC. Prior to the execution of this Agreement, Denver Post and its wholly owned subsidiary, Eastern Colorado Production Facilities, Inc., a Delaware corporation ("Eastern Colorado" and together with Denver Post the "Post Entities")) caused to be formed under the laws of the State of Delaware a limited liability company named "Denver Post Production Facilities LLC" (the "LLC"). In exchange for its and Eastern Colorado's membership interests therein, Denver Post itself and on behalf of Eastern Colorado transferred to the LLC the following assets (hereinafter, collectively, "Denver Post Initial Capital Contribution"):
The LLC. At the Closing, the LLC shall (a) be assigned all of the rights, assets, and properties of the Company (other than rights, assets and properties comprising Excluded Assets and Non-Transferable Assets) and have assumed all of the Assumed Liabilities of the Company, (b) be duly organized, validly existing and in good standing under the Laws of the State of Delaware, with all necessary limited liability company power and authority to carry out and consummate the transactions contemplated by this Agreement, and to own, operate or lease all properties and assets then held by it and to carry on the Business as it has been and is then being conducted and (c) not have engaged in any business or operations other than the business of holding the assets conveyed to it and discharging the Liabilities assumed by it pursuant to this Agreement, hold any other assets or have any other Liabilities. All of the outstanding membership interests of the LLC shall be held by the Company, free and clear of any Encumbrance (other than Permitted Encumbrances), and there shall not be any rights, options, warrants, agreements, or other instruments or arrangements requiring the issuance of any additional membership interests in the LLC or giving any Person any right to acquire any such interests, other than this Agreement.
The LLC. At the Closing, (i) the LLC shall have been duly organized and shall be validly existing in good standing as a limited liability company under the laws of its jurisdiction of organization and duly qualified as a foreign corporation in good standing in the Commonwealth of Kentucky, (ii) the Interests shall be owned by KKI, free and clear of any Liens, and no person (other than Buyer) shall have any right to acquire any Interests or other equity interests of the LLC, (iii) the LLC shall have good and marketable title (or valid leasehold interest) in and to all of the Assets, free and clear of all Liens other than Permitted Liens, (iv) the LLC shall own no assets other than the Assets and shall have no Liabilities other than the Transferred Liabilities and the HL Liabilities and (iv) the LLC shall have conducted no business activity prior to the Closing, other than in connection with the Reorganization. Prior to the Closing, KKI shall have delivered to Buyer true and correct copies of the operating agreement and other organizational documents of the LLC, all of which shall be in form and substance reasonably satisfactory to Buyer, and true and complete copies of the Forms 8832 that were filed by the LLC with the Internal Revenue Service and state and local Tax Authorities in all jurisdictions in which KKI files any Tax Returns. Each such Form 8832 shall have been filed in time for the LLC to be treated as a corporation for all income Tax purposes from the date the LLC was formed. At the Closing, all references to KKI in the representations and warranties set forth in Sections 2.8, 2.9, 2.10, 2.11, 2.12, 2.17, 2.18, 2.19 and 2.22 shall be deemed to include both KKI and the LLC.
The LLC. The Class A Interests shall have all of the voting power of the LLC, and the Class B Interests shall have no voting or veto rights of any kind. The owner of a majority of the Class A Interests shall be the sole Managing Member of the LLC. Except for the income and distribution referred to in paragraph 2 above, the Managing Member shall not be required to declare or pay any distribution to any person or entity or in respect of any interest. The Managing Member may declare a distribution in respect of Class A Interests without declaring a distribution in respect of Class B Interests, and vice versa.
The LLC. Upon dissolution of the LLC in accordance with the LLC Agreement, and upon notice to the Purchaser of such dissolution in accordance with Section 12.10, all references to the LLC in Section 11 of this Agreement and in the Escrow Agreement shall be deemed to be references to the Selling Shareholders.