DHLC definition
Examples of DHLC in a sentence
Notwithstanding anything in this Agreement to the contrary, RRMC shall retain, and DHLC will in no way be construed to have purchased or acquired any interest whatsoever in the Retained Assets.
Taxes and assessments on the Real Property or Taxes on tangible personal property shall be prorated between OLC and RRMC or DHLC and RRMC, as applicable, in each case as of the Closing Date and based upon the last available invoice or information, and Sellers shall not be responsible for any increased assessments on any Real Property or tangible personal property after the Closing Date.
The Assumed Liabilities will not include, and DHLC will not assume, any Retained Liabilities.
On the terms and subject to the conditions set forth in this Agreement, at the Closing, RRMC shall sell, assign, transfer, convey and deliver the Purchased Assets to DHLC and its successors and assigns forever, free and clear of any Liens (other than Permitted Liens), and DHLC shall purchase and acquire from RRMC, all of RRMC’s right, title and interest in and to the Purchased Assets.
Any sales, recording, transfer, use or other similar Taxes or fees imposed as a result of the transfer of the Mining Reserves to OLC, or the sale of the OLC Interests to CLECO and SWEPCO or the Purchased Assets to DHLC pursuant to this Agreement shall be borne by the applicable Purchaser or Purchasers.
In the event that Sellers have cause for reasonable suspicion of any such sales, Sellers shall have the right during normal business hours to audit the sales records (including invoices) and weighing records of OLC and DHLC, or their successors or assigns, if applicable, to determine the amount of payments due under this Section 6.11.
All such prorations shall be allocated so that items relating to time periods ending on or prior to the Closing Date shall be allocated to RRMC, and items relating to time periods beginning after the Closing Date shall be allocated to OLC or DHLC, as applicable; provided, however, that any real property Tax shall be allocated in accordance with Section 164(d) of the Code.
DHLC desires to purchase the Purchased Assets and RRMC is willing to sell the Purchased Assets on the terms and conditions set forth in this Agreement.
During the period ending sixty (60) days after the date of this Agreement (“Interview Period”) Sellers shall provide DHLC (or an Affiliate of DHLC) (the “Employer”) reasonable access to the RRMC Employees and the Administrative Employees for purposes of conducting employment interviews with such persons.
Each Seller and Purchaser agrees that it will execute and deliver such other instruments and take such other steps after the Closing Date as may be necessary to perfect the transfer of the OLC Interests to CLECO and SWEPCO and the Purchased Assets to DHLC and to otherwise effectuate all of the provisions of, and the transactions contemplated by, this Agreement and any documents delivered pursuant hereto.