Sea-Logix definition
Examples of Sea-Logix in a sentence
Each of Horizon, HSI and Sea-Logix has all requisite corporate or limited liability company power and authority, as applicable, necessary to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted.
Sea-Logix is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware.
Upon consummation of the Transactions, Horizon will, or will cause Horizon Lines, LLC to, convey to Pasha good and valid title to all of the HSI Shares, the Hawaii LLC Units and the Sea-Logix Units, free and clear of all Liens and Encumbrances, except (i) restrictions under applicable securities Laws and (ii) Liens and Encumbrances created by Pasha’s or any of its Affiliate’s acts or omissions (including those created in connection with any of Pasha’s financing arrangements).
For the avoidance of doubt, except as expressly provided above, any assets held by HSI or Sea-Logix at Closing, after giving effect to the transactions contemplated by the Sea-Logix Assignment and Assumption Agreement, (1) will not be included in the definition of Excluded Assets, but will instead be transferred to Pasha or Pasha Sub, as applicable, pursuant to the purchase of the Purchased Interests, and (2) are included in the definition of Transferred Assets.
Horizon is the legal, beneficial and record owner of, and has good and valid title to, all of the HSI Shares, and Horizon Lines, LLC is the legal, beneficial and record owner of, and has good and valid title to, all of the Hawaii LLC Units and the Sea-Logix Units, in each case free and clear of any Liens and Encumbrances, except restrictions on transfer under applicable securities Laws.
Horizon and its Subsidiaries shall also transfer all of the Hawaii Employees (other than Hawaii Employees of Sea-Logix or HSI, who shall remain employees of Sea-Logix or HSI, and the Disabled Hawaii Employees, who shall be transferred to or hired by Pasha or Hawaii LLC after the Closing in accordance with Section 6.5) to Hawaii LLC (the “Transferred Employees”), as described in further detail in Section 6.5.
The parties agree that, for applicable Income Tax purposes, the purchase of the Hawaii LLC Units and the Sea-Logix Units shall be treated by Pasha as the purchase of the assets owned at Closing by Hawaii LLC and Sea-Logix, respectively, and by Horizon and/or its Affiliates, as applicable, either as a sale of assets (in the case of Sea-Logix) or as a sale of assets or interests in an entity treated as a partnership for applicable Income Tax purposes (in the case of Hawaii LLC).
Such employment and/or assumption by Hawaii LLC, HTI, HSI and Sea-Logix shall commence upon the Closing, and shall be deemed for all purposes to have occurred with no interruption or break in service.
Upon any such sale of the equity of Horizon Services Group, LLC or Sea-Logix, LLC (as applicable), the sold entity shall be released from all Guaranteed Obligations arising following consummation of such sale.
The Hawaii LLC Units and the Sea-Logix Units constitute all of the issued and outstanding membership interests of Hawaii LLC and Sea-Logix, respectively.