MHSI definition
Examples of MHSI in a sentence
MHSI is hereby directed and authorized to take whatever steps MHSI, in its reasonable discretion, deems necessary or desirable to perfect such designation, including, without limitation, filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations.
Any failure of Buyer on the one hand, or Seller or MHSI, on the other hand, to comply with any obligation, covenant, agreement, or condition contained herein may be waived only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure.
The Board of Managers shall exercise the authority provided in Section 8.1 or as otherwise provided in this Agreement or specifically authorized by the Members in accordance with Section 8.3(a), either at a meeting called by the Administrative Member or by any member of the Board of Managers at which at least one representative of Buyer and one representative of MHSI is present, or, alternatively, by unanimous written consent.
For purposes of the representations and warranties of Seller and MHSI to be made on the Closing Date pursuant to Sections 3.1, 3.2 and 3.3, the schedules to such representations and warranties shall be updated through the Closing Date.
None of the rights or obligations of the Members herein set forth to make Capital Contributions or loans to the Company shall be deemed an asset of the Company for any purpose by any creditor (other than MHSI) or other third party, nor may such rights or obligations be sold, transferred or assigned by the Company or pledged or encumbered by the Company to secure any debt or other obligation of the Company or of any of the Members.
The Parties agree that their respective rights and obligations hereunder and under the documents delivered pursuant to Section 2.10(a) and Section 2.10(b) shall not take effect until the Closing Date, that such documents will be held in escrow from the Execution Date to the Closing Date by ▇▇▇▇▇ Day and released only pursuant to joint instructions of MHSI and Buyer, and that such documents shall be of no force and effect until the Closing is consummated.
After the Execution Date, each of Seller, MHSI and Buyer shall, without further consideration, at its own expense, execute and deliver such other certificates, agreements, conveyances, and other documents, and take such other action, as may be reasonably requested by the other Party in order to transfer and assign to, and vest in, Buyer all right, title and interest in the Membership Interest and more effectively to consummate the sale of the Membership Interest pursuant to the terms of this Agreement.
For taxable periods ending after the Closing Date, MHSI shall (in its capacity as Administrative Member) cause all such returns and reports to be filed in accordance with the Amended LLC Agreement.
The Company shall have a board of managers (the "Board of Managers") consisting of two individuals appointed by Buyer and two individuals appointed by MHSI.
MHSI, on the one hand, and Buyer, on the other hand, will have the right to review in advance all information relating to the transactions contemplated by the Transaction Documents that appear in any filing made in connection with the transactions contemplated hereby or thereby.