Cactus LLC definition
Examples of Cactus LLC in a sentence
This indemnity agreement will be in addition to any liability which the Company or Cactus LLC may otherwise have.
Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company or Cactus LLC on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.
Furthermore, the Cactus Parties agree that they are solely responsible for making their own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or Cactus LLC on related or other matters).
The Cactus Parties agree that they will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company or Cactus LLC, in connection with such transaction or the process leading thereto.
The Company, Cactus LLC and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above.
In its capacity as the sole managing member of Cactus LLC, the Corporate Taxpayer will ensure that, on and after the date hereof and continuing throughout the term of this Agreement, Cactus LLC and any of its eligible Subsidiaries will have in effect an election pursuant to Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law).
Except as otherwise provided herein or in the Cactus LLC Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Cactus LLC, including without limitation preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to Taxes.
Cactus LLC is validly existing as a limited liability company and is in good standing under the laws of the state of Delaware with the limited liability company power and authority necessary to own or lease its properties and to conduct its business, in each case, in all material respects as described in the Registration Statement, the Disclosure Package and the Prospectus.
Cactus LLC is duly registered or qualified to transact business as a foreign limited liability company under the laws of each jurisdiction set forth opposite its name on an annex to such counsel’s opinion.
Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Cactus LLC, including without limitation preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to Taxes.