Controlling Owners definition
Examples of Controlling Owners in a sentence
No. 3) Controlling Owners of the borrower, including GGPLP L.L.C. and GGP, Inc.
Parent, Buyer, MV, Mobivity and the Controlling Owners have caused this Agreement to be signed as of the date first written above.
This Agreement has been duly and validly executed and delivered by Seller and the Controlling Owners and constitutes a valid and binding agreement of each of them, enforceable against each of them in accordance with its terms.
Franchisee understands and acknowledges that the rights and duties this Agreement creates are personal to Franchisee and its Controlling Owners and that Hyatt has granted Franchisee the rights under this Agreement in reliance upon Hyatt’s perceptions of Franchisee’s and its Controlling Owners’ collective character, skill, aptitude, attitude, business ability, and financial capacity.
If any individual ceases to qualify as one of Member’s Controlling Owners or becomes one of Member’s Controlling Owners, Member shall notify ▇▇▇▇▇▇▇▇▇▇▇ in writing within five (5) business days after the change.
Neither Buyer shall nor Parent shall seek to satisfy a claim for indemnification directly from the Controlling Owners unless Seller shall have failed to pay any amount owing to Parent or Buyer hereunder within ten (10) days following the date such amount becomes payable to Parent or Buyer.
Seller and each of the Controlling Owners agrees to indemnify and hold Buyer harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer or any of its affiliates as a result of any failure to comply with any such “bulk sales”, “bulk transfer” or similar laws.
If no objection to Buyer’s claim is made by Seller within the Objection Period, the claim set forth in the Payment Notice shall be deemed approved and accepted by Seller, the Controlling Owners and Buyer and Seller will instruct Escrow Agent to deliver the applicable portion of Escrowed Shares in satisfaction of the claim.
Parent and Buyer shall use commercially reasonable efforts to assist Seller and the Controlling Owners with the removal of any legends required under Rule 144 under the Securities Act, including with respect to any opinions required thereby, provided that Parent’s and Buyer’s obligations hereunder are subject to the reasonable determination of Parent and Parent’s counsel that any such legend removal complies with the Securities Act.
To Seller’s knowledge, no representation or warranty by Seller or the Controlling Owners in this Agreement contains or, and at the Closing Date will contain, an untrue statement of material fact or omits or, at the Closing Date, will omit to state a material fact required to be stated therein or necessary to make the statements made not misleading.