JV OpCo definition
Examples of JV OpCo in a sentence
There is no Claim pending or, to the Company’s Knowledge, threatened against the Company, JV, JV OpCo, Newco or any of their respective Subsidiaries concerning any of the foregoing, nor has any of them received any written notification that a license under any other Person’s Intellectual Property is or may be required to operate its respective business.
There are no bonds, debentures, notes, or other Indebtedness having the right to vote on any matters in which JV, JV OpCo, Newco or any of their respective Subsidiaries may vote.
None of the Company, JV, JV OpCo, Newco or any of their respective Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Seller) or (B) has any liability for the Taxes of any Person (other than the Company, JV, JV OpCo, Newco or any of their respective Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Tax Law) or as a transferee or successor.
Buyer, Seller and each of their respective Affiliates shall, for all U.S. federal, state and local income tax purposes, treat amounts distributed under Section 2.4(f)(ii) to JV OpCo for the indirect benefit of Buyer as having been (i) distributed by Newco to Seller, directly or indirectly, with respect to Newco Interests not owned by JV OpCo in accordance with Article 4 of the Newco LLC Agreement, and (ii) then paid by Seller to Buyer as an adjustment of the Purchase Price hereunder.
None of the Company, JV, JV OpCo, Newco or any of their respective Subsidiaries has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any of its shares of capital stock or other equity interests.
None of the Company, JV, JV OpCo, Newco or any of their respective Subsidiaries has entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law).
Subject to and upon the terms and conditions of this Agreement, prior to or at the Closing, Seller shall take, and shall cause the Company, NRF OP SPV, JV, JV OpCo, Newco and their respective Subsidiaries to take, such actions as are necessary to give effect to the Pre-Closing Restructuring.
Except as set forth on Schedule 4.4(d)(iv), there are no outstanding contractual obligations of JV, JV OpCo, Newco, the Company or any of their respective Subsidiaries to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person other than a Company Subsidiary.
Except as set forth on Schedule 4.4(d)(iii), the JV OpCo Interests, the JV HoldCo Interests, the Newco Interests and the Company Interests have been duly authorized and validly issued in compliance with all applicable Laws and Organizational Documents and are fully paid, nonassessable (to the extent such concepts are applicable) and are free, and were not issued in violation, of preemptive rights.
Each of the Company, JV, JV OpCo, Newco and each of their respective Subsidiaries is in compliance in all material respects with the terms of their respective Organizational Documents.