LD 12 definition
Examples of LD 12 in a sentence
From August 9, 2016 to the date of this Agreement, except for changes in the Ordinary Course of Business or due to matters that generally affect the economy or the industry in which Fund G or LD 12 are engaged, there have been no changes in the Assets that would, individually or in the aggregate, have, or reasonably be expected to have, a material adverse effect on the Assets.
Fund G shall promptly notify the Partnership in writing upon receipt by Fund G of notice of any pending or threatened Tax audits or assessments relating to the income, properties or operations of LD 12 that reasonably may be expected to relate to or give rise to a Lien on the Assets.
Except as set forth on Schedule 3.3, no consent, approval, waiver or authorization is required to be obtained by Fund G or LD 12 from any Person in connection with the execution, delivery and performance by Fund G of this Agreement and the consummation of the transactions contemplated hereby.
The Membership Interest constitutes all of the outstanding ownership interest in LD 12, and there is no purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right with respect to the Membership Interest under any provision of applicable law, the organizational documents of LD 12 or any contract to which LD 12 or Fund G is party or by which any of their assets are bound.
Other than this Agreement and the LD 12 organizational documents, there are no agreements, instruments, proxies, judgments or decrees, whether written or oral, express or implied, relating to the voting of, sale, assignment, conveyance, transfer, delivery, right of first refusal, option or limitation on transfer of any equity interest of LD 12 (or any security convertible, exercisable or exchangeable into same).
Fund G and the Partnership shall cooperate fully with each other in the conduct of any audit, litigation or other proceeding relating to Taxes involving LD 12, the Assets or the Allocation.
If any Property Taxes due and payable during the year of Closing have not been paid before Closing or properly accrued for by LD 12, Fund G shall be charged at Closing an amount equal to that portion of such Property Taxes which relates to the period before Closing, and LD 12 shall pay, or cause to be paid, such Property Taxes prior to their becoming delinquent.
LD 12 does not own, or have any interest in any shares or have an ownership interest in any other Person.
No examination, audit, claim, assessment, levy or administrative or judicial proceeding regarding any of the Tax Returns described in this Section 3.15 or any Taxes of or with respect to LD 12 or the Assets are currently pending or have been proposed in writing or have been threatened.
There are no outstanding or authorized membership interest appreciation, phantom unit, profit participation or similar rights affecting any equity interest of LD 12 or any securities that are convertible, exercisable or exchangeable into any equity interest of LD 12.