RBMI definition
Examples of RBMI in a sentence
RBMI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland, and has full right, power, and corporate authority to enter into this Agreement and to assume and perform all of its obligations under this Agreement.
The representations and warranties made by RBMI pursuant to this Agreement shall be true and correct as of the Closing as though such representations and warranties were made at the Closing.
Contributor hereby covenants that Contributor shall: (A) use commercially reasonable efforts and diligence in order to satisfy all of the conditions to Closing set forth herein, and (B) cooperate and assist in RBMI’s efforts to satisfy all of the conditions to Closing set forth herein, and agrees that RBMI shall not have any obligation to consummate the Closing hereunder unless and until such conditions have been satisfied or waived by RBMI in writing.
The IPO, in such form and substance as RBMI, in its sole and absolute discretion, shall have determined to be acceptable, shall have been completed (or be completed simultaneously with the Closing).
The representations and warranties made by Contributor pursuant to this Agreement shall be true and correct as of the Closing as though such representations and warranties were made at the Closing and, if requested by RBMI, Contributor shall have delivered a certificate to RBMI to such effect in regard to Contributor’s representations and warranties set forth in this Agreement.
The execution and delivery of this Agreement and the performance by RBMI of its obligations hereunder have been duly authorized by all requisite corporate action of RBMI and require no further action or approval of RBMI’s stockholders or of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of RBMI.
Any other document or instrument reasonably requested by RBMI or required hereby.
RBMI shall have performed and complied in all material respects with all agreements and covenants that it is required to perform or comply with pursuant to this Agreement prior to the Closing.
Contributor shall promptly notify RBMI in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Entities or their subsidiaries.
Contributor and RBMI acknowledge and agree that, from and after the applicable Closing, Contributor shall no longer be a member, partner, stockholder or equity owner, or, if applicable, managing member or general partner, of any Contributed Entity and shall have no rights or benefits under any Governing Agreement.