RLJ Development definition
Examples of RLJ Development in a sentence
If the Closing occurs, all transaction costs and expenses of New REIT and the RLJ Entities in connection with the Consolidation Transactions and the IPO, which include, but are not limited to, all fees of professionals and underwriting discounts and commissions (collectively, the “Costs”), will be borne among all Participants and holders of equity interests in the Other RLJ Funds and RLJ Development, pro rata according to consideration received in the applicable Primary Merger.
RLJ Development understands that the New REIT Shares comprising the Consideration have not been registered under the Securities Act and cannot be transferred, assigned, resold, pledged or hypothecated unless subsequently registered under the applicable securities laws or an exemption from such registration is available.
New REIT shall deliver to RLJ Development, promptly after any New REIT Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such New REIT Indemnified Party relating to any Indemnity Claim based on claims asserted by third parties (“Third Party Claim”); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that any potential defense to such claim shall have been prejudiced by such failure.
Except as would not have an RLJ Development Material Adverse Effect, no deficiencies for any Taxes have been proposed, asserted or assessed against RLJ Development, and no requests for waivers of the time to assess any such Taxes are pending.
No bankruptcy or similar insolvency proceeding has been filed, or is currently contemplated, with respect to RLJ Development.
Baltimore, Jr. Title: Chief Executive Officer RLJ Development, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇ ▇.
In addition, following the Closing New REIT or, if applicable, its designee shall provide each Hired Active Employee with credit for any accrued but unused vacation days that such employee had accrued with RLJ Development as of the Closing.
All costs and expenses incurred by RLJ Development pursuant to this Section 9.2(b) shall be reimbursed from the Holdback Fund in accordance with Section 9.3.
Each RLJ Development Subsidiary, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have a RLJ Development Material Adverse Effect.
RLJ Development confirms that it is familiar with New REIT and has been given the opportunity to ask questions of New REIT and to obtain (and has received to RLJ Development’s satisfaction) such information about the business and financial condition of New REIT as reasonably requested.