Contributee definition
Examples of Contributee in a sentence
This Agreement constitutes a legal, valid and binding obligation of the Contributee enforceable against the Contributee in accordance with its terms, except as such enforceability may be limited by insolvency laws and by general principles of equity (whether considered in a suit at law or in equity).
Contributee has obtained or made all material licenses, registrations, consents, approvals, waivers and notifications of creditors, lessors and other Persons, in each case, in connection with the execution and delivery of this Agreement by Contributee, and the consummation by Contributee of all the transactions herein contemplated to be consummated by Contributee and the performance of its obligations hereunder.
Any notice or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed to the address listed below: If to the Contributee: SAKER ONE CORPORATION Coble Building ▇▇0 S.
Contributor shall file and maintain in effect all UCC filings (or similar), and shall take such other actions (except fixture filings) as may be necessary to perfect or otherwise protect the validity of Contributee’s interest in the Contributed Assets and shall provide evidence of such filing to the Contributee.
No such transfer shall have been made for or on account of an antecedent debt of the Contributor or any of its affiliates to the Contributee.
The execution and delivery by Contributee of this Agreement and its performance of, and compliance with, the terms hereof are within the power of Contributee and have been duly authorized by all necessary limited liability company action on the part of Contributee.
The Contributee is solvent and the transactions contemplated by this Agreement do not and will not violate Section 18-607 of the Delaware Limited Liability Company Act or render the Contributee not solvent.
Upon receipt of such request, the Contributee shall, and shall procure that any companies or other entities controlled by the Contributee shall, sign such forms and do all such acts as are necessary or appropriate to make the Election within a reasonable time.
All costs and expenses associated with the foregoing shall be paid by the Indemnifying Party on demand or at the direction of Contributee.
Contributee acknowledges and agrees that (1) after Closing, the Contributee and the Property shall be subject to the Consent Agreement and the provisions contained herein related thereto and (2) that Contributee shall not be deemed to be a third party beneficiary to the Consent Agreement.