Nabron definition
Examples of Nabron in a sentence
Nabron shall pay or reimburse ILTS for all Taxes due and payable with respect to such income Tax Returns attributable to all Tax Periods (or portions thereof) ending on the Closing Date.
Nabron has not incurred or is subject to any liability, or obligation of any kind or nature relating to its interest in ILTS, except for this Agreement and the limited liability company agreement of the Company, is not a party to any agreement relating to its interest in ILTS.
ILTS was formed by Nabron for the sole purpose of holding Membership Interests and has engaged in no other business activities and has conducted its operations only as a holding company of Membership Interests.
For the avoidance of doubt, the release of Nabron set forth above shall include any amount due from ILTS to Nabron and remaining outstanding as of the Closing Date, whether set forth on Schedule 3.7 or otherwise.
Nabron is not a party to any option, warrant, purchase, right, or other contract or commitment (other than this Agreement) that could require Nabron to sell, transfer, or otherwise dispose of any equity interest in ILTS.
Nabron holds of record and owns beneficially 100% of the equity interest of ILTS free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws, and under the limited liability company agreement of ILTS), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.
On and subject to the terms and conditions of this Agreement, at the Closing Nabron shall contribute, transfer, convey and deliver to Holdings all of the ILTS Contribution Interests, such that ILTS will be 100% owned by Holdings, and the Sellers (other than Nabron) shall contribute, transfer, convey and deliver to Holdings all of their Membership Interests for the consideration specified below in this Section 2.2.
The previous sentence notwithstanding, Nabron is permitted to enter into and consummate the transactions contemplated by the Share Repurchase Agreement.
Nabron shall provide the Company with copies of any such income Tax Returns for the Company’s reasonable review and comment at least 30 days prior to the due date thereof (giving effect to extensions).
Nabron further represents that it has the right and authority to transfer the ILTS Contribution Interests to Holdings pursuant to this Agreement and without any third party consent.