BRJ definition
Examples of BRJ in a sentence
All federal, state and material local tax returns and other material reports required by law to be filed in respect of the income, business, properties and employees of each Company and BRJ Seller have been filed and all taxes, assessments, fees and other governmental charges that are shown thereon to be due and payable have been paid, except as otherwise permitted herein.
No material adverse change, in the opinion of the Lenders, shall have occurred in the financial condition or operations of the Credit Parties or the BRJ Seller since December 31, 2015.
The representations and warranties made by the Credit Parties in the BRJ Acquisition Documents and in any other agreements, instruments or certificates delivered pursuant hereto or thereto, are true and correct in all material respects (except where any such representation and warranty is stated as being true only as of a specific date, in which case such representation and warranty was true and correct in all material respects on such date).
Borrowers covenant and agree that they shall deliver to Agent, in form and substance satisfactory to Agent, a good standing certificate (or equivalent) for BRJ by the Secretary of State of the state of New York within five (5) days of the Closing Date.
The December 31, 2015, reviewed Consolidated financial statements of the BRJ Seller and the June 30, 2016, internally prepared Consolidated financial statements of the BRJ Seller, furnished to Agent and the Lenders, are true and complete, have been prepared in accordance with GAAP, and fairly present in all material respects the Companies’ financial condition as of the dates of such financial statements and the results of their operations for the periods then ending.
In connection with the BRJ Acquisition, Borrowers shall have delivered to Agent (i) copies of the BRJ Acquisition Documents having been certified by an officer of Borrowers as true and correct, and (ii) any other evidence that Agent reasonably requests, in form and substance satisfactory to Agent, that the BRJ Acquisition has been completed.
Schedule 7.14 hereto identifies as of the date hereof each ERISA Plan sponsored or maintained by a Company or BRJ Seller.
Except for the BRJ Acquisition or as expressly permitted under Section 5.11 or 5.12 hereof, without the prior written consent of the Required Lenders, no Company shall acquire or permit any Subsidiary to acquire the assets or stock of any other Person.
City Attorney [BRJ] 0!0070001/685718 3 Lyft TBS General Serv11;e; l\greement [hylmd- dratll last Updated Jun� 2020 Date: 1/5/2021 1 l OocuSlgn Envelope ID: 8AB801CA-6CEB-4133-827F-CE2F7F03F580 Agency: Address Billing Contact Billing Email Lyft, Inc.
For U.S. federal (and, as applicable, state and local) income tax purposes the amount of the Purchase Price paid in respect of the Membership Interests and other relevant items will be allocated (such allocation, the “Allocation”), among the assets of BRJ LLC in a manner consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder, whereby the method of allocation will be net book value and the balance, if any, to goodwill.