DRE LLC definition
Examples of DRE LLC in a sentence
Good Works, Company Topco, the Company Merger Sub, DRE LLC and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
The execution and delivery of this Agreement by Company Topco, Company Merger Sub and DRE LLC and the consummation by Company Topco, Company Merger Sub and DRE LLC of the Transactions have been duly and validly authorized by all necessary organizational action, and no other proceedings on the part of Company Topco, Company Merger Sub and DRE LLC, as applicable, are necessary to authorize this Agreement or to consummate the Transactions.
The Company, Company Topco, the Company Merger Sub and DRE LLC shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
In the event that the Company, Company Topco, the Company Merger Sub or DRE LLC commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, Good Works shall be entitled to recover from the Company, Company Topco, the Company Merger Sub or DRE LLC, as applicable, the associated reasonable legal fees and costs in connection with any such action, in the event Good Works prevails in such action or proceeding.
All such Equity Interests are validly issued, fully paid and non-assessable and have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all preemptive rights and other requirements set forth in applicable contracts to which Company Topco, Company Merger Sub or DRE LLC is a party and Company Topco’s, Company Merger Sub’s or DRE LLC’s organization documents, as applicable.
Good Works, Company Topco, Company Merger Sub, DRE LLC, and the Company shall be referred to herein from time to time collectively as the “Parties” or individually as a “Party”.
None of Company Topco, Company Merger Sub and DRE LLC is in violation of any of the material provisions of its organizational documents.
For and in consideration of Good Works entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company, Company Topco, the Company Merger Sub and DRE LLC hereby agrees on behalf of itself and its affiliates that, notwithstanding any other provision contained in this Agreement, the Company, Company Topco.
Agre Title: Vice President and General Counsel DRE, L.L.C., as Guarantor By: Ski Lifts, Inc., its Manager By: /s/ Ross D.
Each of Company Topco, the Company Merger Sub and DRE LLC is a corporation or other organization duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has the requisite corporate or limited liability company power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.