HXS definition
Examples of HXS in a sentence
Within ninety (90) days after the Closing, Seller shall provide to Purchaser a statement (the “Allocation Notice”) of the amount of the Purchase Price allocated to each of HXS and Hardscrabble it proposes to allocate to the respective assets of HXS and Hardscrabble described in Section 751(a)(1) or (2) of the Code (the “Allocation”) for the review of the Purchaser.
The parties acknowledge and agree that, as of the date hereof, HXS will perform certain Administrative Services pursuant to and as described in the General Agency Agreement, dated the date hereof, among HXS and the Ceding Companies, and CSIS will perform all other Administrative Services pursuant to that certain Intercompany Services Agreement, effective as of November 30, 2020, between CSIS and the Reinsurer.
Membership interests in HXS are herein referred to as “HXS Interests” and membership interests in Hardscrabble are herein referred to as “Hardscrabble Interests”.
Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Agreement, at the Closing Seller shall sell and assign to Purchaser, and Purchaser shall purchase and acquire from Seller, the HXS Interests and Hardscrabble Interests described on Schedule 1.1 (the “Purchased Heath Interests”), in each case free and clear of all Encumbrances, for the Purchase Price set forth in Section 1.2 hereof.
The Seller owns 100% of the outstanding membership interests in each of (a) Heath XS, LLC, a New Jersey limited liability company (“HXS”) and (b) Hardscrabble Data Solutions, LLC, a New Jersey limited liability company (“Hardscrabble”, and together with HXS, the “Companies”).
The Seller is the record and beneficial owner of (a) all outstanding HXS Interests and (b) all outstanding Hardscrabble Interests, in each case free and clear of all Encumbrances.
Seller shall prepare or cause to be prepared all income Returns for the Companies for all Pre-Closing Tax Periods, including specifically, the final partnership income Return of each of HXS and Hardscrabble that will result from the termination of each such partnership (as treated for Tax purposes) pursuant to Section 708 of the Code.
All outstanding HXS Interests and Hardscrabble Interests have been duly authorized and validly issued and are fully paid and nonassessable There is no authorized or outstanding option, subscription, warrant, call, preemptive right, commitment or other right or agreement (each, a “Subscription Right”) obligating any Company or the Seller to issue or sell any equity securities or any securities convertible into or exercisable for any equity securities of any Company.
The HXS Interests and Hardscrabble Interests constitute the only issued and outstanding membership interests or other equity securities of any kind of the Companies.