Habit definition
Examples of Habit in a sentence
Signature: Name (please print): Date Signed: You are hereby notified that the Amended and Restated Employment Agreement between and among you, The Habit Restaurants, LLC and The Habit Restaurants, Inc.
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For the avoidance of doubt, the actual liability for Taxes of Corporate Taxpayer and its wholly-owned Subsidiaries (and Habit LLC and its Subsidiaries, as applicable and without duplication) will take into account any deduction of Imputed Interest.
The board of managers of Habit LLC will adopt the New LLC Agreement of Habit LLC, substantially in the form attached hereto as Exhibit A, such agreement to be effective immediately after the consummation of the Recapitalization Transactions.
Habit represents and warrants that it does not have a binding obligation or current plan or intention to effect a transaction treated for U.S. federal income tax purposes as a liquidation of any of its Subsidiaries or a merger of one of its Subsidiaries into another Subsidiary or into Habit or another entity, or to transfer substantially all of the assets of any of its Subsidiaries into another entity.
Each of Habit and certain Unit-holders, shall, and each hereby agrees to, enter into a Registration Rights Agreement of Habit (the “Habit Registration Rights Agreement”), substantially in the form attached hereto as Exhibit B, such agreement to be effective immediately after the consummation of the Recapitalization Transactions.
The name of the Company is “The Habit Restaurants, LLC,” and all Company business shall be conducted in that name or in such other names that comply with applicable law as the Managing Member may select from time to time.
Each of Habit and certain Unit-holders shall, and each hereby agrees to, enter into a Tax Receivable Agreement (the “Tax Receivable Agreement”), substantially in the form attached hereto as Exhibit C, such agreement to be effective immediately after the consummation of the Recapitalization Transactions.
Not later than thirty (30) days prior to the due date for the filing of a Habit Return, Habit shall provide a copy of such Habit Return to KarpReilly, LLC for review and approval (which approval shall not be unreasonably withheld, conditioned or delayed).
Further, and without limiting the foregoing, the Managing Member, in its sole discretion, may authorize that cash be distributed to members of the Habit Group to make any payments to be made under the Tax Receivable Agreement or Section 3.9 of this Agreement, including, without limitation, losses, claims damages, liabilities and expenses due by the Habit Group under the Registration Rights Agreement, so long as such distributions are made pro rata in accordance with Common Units.