NWCI definition
Examples of NWCI in a sentence
NWCI is a limited liability company duly created, formed or organized, validly existing, and in good standing under the laws of the State of Delaware.
There is no pending or, to the knowledge of the Sellers, threatened (orally or in writing) Action (as defined herein) (or past or current fact, situation, circumstance, status, condition, activity, practice or plan (collectively, a "Basis") therefor) for the dissolution, liquidation, insolvency, or rehabilitation of NWCI.
NWCI is not in (a) any breach, inaccuracy, failure to perform, failure to comply, conflict with, failure to notify, default, or violation or (b) any other act, omission, event, occurrence or condition the existence of which would (i) permit any Person to accelerate any obligation or terminate, cancel, or modify any right or obligation or (ii) require the payment of money or other consideration (each, a "Breach") of any provision of its organizational documents.
The Purchasers have received all information regarding the Company and NWCI that they deem necessary or advisable to evaluate the risks and merits of an investment in the Membership Interests.
NWCI has complied with all applicable Laws, and no Action is pending or, to the knowledge of the Sellers, threatened (orally or in writing) (and there is no Basis therefor) against it alleging any failure to so comply.
NWCI (a) is not subject to any outstanding Order or (b) is not a party, the subject of, or is, to the knowledge of the Sellers, threatened (orally or in writing) to be made a party to or the subject of any Action, except for statements made by counsel to the Company that have been disclosed to the Purchasers.
Since its organization, NWCI has not conducted any activities other than in connection with this Agreement and the transactions contemplated hereby.
The Sellers have not consented to or voted in favor of or against the Company's issuance of any debt security other than with respect to debt outstanding on the date hereof, including specifically the issuance of the high-yield notes that are currently the subject of a Rule 144A offering, and NWCI still has full rights to vote on or consent to any such issuance.
NWCI shall instruct the Company to provide all materials which the Company would have otherwise provided to NWCI as a stockholder of the Company pursuant to the by-laws of the Company in connection with the vote of the stockholders of the Company, to the Purchasers at the address specified by Purchasers in writing to the Company.
No material expenditures are, or based on applicable Law based on current operations, will be required of NWCI for it to remain in compliance with applicable Law; provided, however, that the Sellers make no representations with respect to any Action or violation of Law arising out of or relating to the sale to the Purchasers or the ownership by the Purchasers of the Securities or the Exchange Rights.