Examples of Modelo Party in a sentence
Immediately following such contribution by Xxxxxx, Modelo shall contribute, in exchange for its Membership Interest in the Company, the Contributed Modelo Party Cash as set forth in the Joint Venture Agreement.
Diblo’s obligations under this Article IV shall not be affected by any claim by the Modelo Party, Diblo or Extrade that the Importer Agreement or the Company LLC Agreement is invalid or unenforceable.
Xxxxxx and Diblo agree that the respective Membership Units and Percentage Interests of Xxxxxx and the Modelo Party shall be equal.
The joint venture shall become effective on the Closing Date and shall continue thereafter until Xxxxxx or the Modelo Party ceases to be a Member of the Company pursuant to the terms of the Company LLC Agreement, unless a Permitted Transferee of such party becomes a Member of the Company pursuant to the terms of the Company LLC Agreement, or until the Company ceases to do business pursuant to Article XII of this Agreement, whichever first occurs.
None of Xxxxxx, the Modelo Party or Diblo shall have any obligation to guarantee or otherwise provide credit support for the Company’s obligations under the Credit Facility.
In addition, if at any time, any payment, or part thereof, by Diblo, the Modelo Party or Extrade is rescinded or must otherwise be returned upon the bankruptcy, insolvency, dissolution, liquidation or reorganization of Diblo, the Modelo Party or Extrade or otherwise, the obligations of Diblo under this Article IV shall continue to be effective or shall be automatically reinstated, all as though such payment had not been made.
On the Closing Date and after the contribution of the Contributed Xxxxxx Assets, Xxxxxx shall, and Diblo shall cause the Modelo Party to, execute and deliver a limited liability agreement for the Company (the “Company LLC Agreement”) in the form attached hereto as Exhibit B.
Therefore, in accordance with requirements of Rule 11-02(b) of Regulation S-X, the pro forma adjustment to equity in earnings of equity method investees for the periods presented reflects only 50% of the historical results of operations of the contributed Barton beer business and does not reflect the Company’s expected share of the earnings from its 50% interest in the contribution by the Modelo Party to the joint venture.
Except as provided in Section 2.2, none of Xxxxxx, the Company, the Modelo Party or Diblo shall assume or be liable for any obligations or liabilities of any of the others of any kind or nature, except, in the case of the Company only, the Contributed Xxxxxx Liabilities which are specifically assumed by the Company pursuant to the Xxxxxx Contribution Agreement.
If the Modelo Party pays Xxxxxx the Asset Value Purchase Price rather than the Restored Profits Purchase Price, then the Modelo Party shall be required to continue to operate the Company as a Sole Venture or Partial Sole Venture for two (2) years after the transfer of the Xxxxxx Membership Interest to the Modelo Party.