Examples of Bloom Member in a sentence
It has received all the information it considers necessary or appropriate for deciding whether to make its respective Equity Capital Contributions and acquire its respective Membership Interests in the Company and further represents that it has had an opportunity to ask questions and receive answers from the Bloom Member regarding the terms and conditions of the offering of the Membership Interests in the Company and the business, properties, prospects and financial condition of the Facility Entities.
Except as set forth herein and in the other Investment Documents and Financing Documents, there are no outstanding options, warrants or other rights (including conversion or preemptive rights, preferential rights to purchase and rights of first refusal) obligating the Bloom Member to transfer any rights, interests or properties to any party relating to any applicable Facility Entity or any Facility.
Mr. Brown replied that he is disappointed this wasn’t discussed until now, and it is possible that there will continue to be arguments and potential litigation.
To the Knowledge of the Bloom Member, no product or service marketed or sold (or proposed to be marketed or sold) by either Facility Entity violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.
Each contract, arrangement or agreement between the Bloom Member or its Affiliates and the Facility Company or the Company is on arms’ length terms and conditions, and any compensation provided in such contract, arrangement or agreement is commercially reasonable in relation to the value of the services provided.
Immediately prior to the initial Funding Date, the Bloom Member owns 100% of the Membership Interests in the Company, free and clear of all Encumbrances other than Permitted Encumbrances.
For the avoidance of doubt, neither the Investor nor the Bloom Member shall be required to make any capital contributions pursuant to Section 2.2 on the Execution Date, unless a Funding Date occurs on the Execution Date.
The Bloom Member further affirms that it shall promptly report to the other parties hereto any Prohibited Payment of which it obtains knowledge with respect to the services performed under this Agreement.
The Bloom Member is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, with full limited liability company power and authority to carry on its business as such business is now conducted and as proposed to be conducted in the Investment Documents, Financing Documents and Principal Facility Documents.
No broker, finder, investment banker, engineer or other Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereunder, based upon arrangements made by or on behalf of it for which the Bloom Member or each Facility Entity will be responsible.