R-ONE definition
Examples of R-ONE in a sentence
Except as set forth in Exhibit 3.22(h), R-ONE holds all right, title and interest in and to the CARS System, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims except Permitted Encumbrances, and no other Person has claimed or Threatened to claim any right or interest therein.
The R-ONE Shares, the First Ohio Mortgage-Shares, the First Ohio Escrow-Shares and the CRM-Shares are referred to collectively herein as the "Shares".
R-ONE is and has been at all times since January 1, 1986 an S Corporation for federal income Tax purposes (as defined in Section 1361(a)(1) of the IRC).
To the Knowledge of Sellers, the Realty One Companies own no Patents.The Realty One Companies have engaged counsel and are in the process of complying with all requirements necessary to perfect and protect the exclusive interests of the Realty One Companies (or R-ONE, as applicable) in the CARS system, including the filing of a proper patent application, an excerpt of which has been delivered to Insignia.
Notwithstanding any provisions herein to the contrary, ▇▇▇▇▇▇▇▇ shall have no liability or indemnity obligation with respect to any Breach of any representation, warranty or covenant with respect to R-ONE (including the Commercial Brokerage Division) and/or CRM.
Insignia shall, if requested by the Sellers' Representative, use its Best Efforts until December 31, 1997 to continue to cause R-ONE to operate the Commercial Brokerage Division in a substantially similar manner as conducted during the 90 day period preceding the Effective Time.
Sellers own all of the shares of the capital stock of Realty One, Inc., an Ohio corporation ("R-ONE"), (the "R-ONE Shares"), of First Ohio Mortgage, Inc., an Ohio corporation ("First Ohio Mortgage") (the "First Ohio Mortgage-Shares"), of First Ohio Escrow Corporation Inc., an Ohio corporation ("First Ohio Escrow") (the "First Ohio Escrow-Shares") and of Corporate Relocation Management, Inc.
After the Closing Date R-ONE will not settle the Re/Max Litigation without the prior written consent of the Sellers' Representative, which consent will not be unreasonably withheld or delayed, unless: (a) the settlement amount, together with all other Post-Closing Re/Max Costs, is less than $500,000 or (b) R-ONE (or Insignia) agrees to pay the entire portion of the Post-Closing Re/Max Costs (inclusive of any settlement amounts) in excess of $500,000.
Subparts (a), (b) and (c) of the Purchase Price described above collectively consist of (i) an allocation of $36,800,000 of the Purchase Price to R-ONE, (ii) an allocation of $1,750,000 of the Purchase Price to First Ohio Mortgage, (iii) an allocation of $750,000 of the Purchase Price to First Ohio Escrow, and (iv) an allocation of $500,000 of the Purchase Price to CRM.
AGREEMENTS 15 2.1 Shares; Effective Time 15 2.2 Purchase Price 16 2.3 Closing 17 2.4 Closing Obligations 17 2.5 Adjustment Amount 18 2.6 Adjustment Procedures 21 2.7 Balance Sheet at Effective Time 23 2.8 Tax Adjustment Amount 26 2.9 Sellers' Representative 26 2.10 Non-Competition 26 2.11 Tax Returns 29 2.12 Employment Agreements and Reaffirmation Certificates 31 2.13 Tradenames 31 2.14 R-ONE Commercial Brokerage Division.