SPCV definition
Examples of SPCV in a sentence
SPE, TGSC, SPCV, Purchaser and Purchaser Sub ---------------- shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the Transaction.
Each of TGSC and SPCV understands that the Shares have not been registered under the Securities Act or applicable state and other securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment interest and the accuracy of this representation.
Each of TGSC and SPCV is an indirect wholly owned Subsidiary of SPE.
No other action is necessary for the authorization, execution, delivery or performance by each of SPE, TGSC and SPCV of this Agreement, the Related Agreements to which it is a party and the consummation of the Transaction.
Each of SPE, --------------------------------------------------- TGSC and SPCV has all requisite power and authority to execute this Agreement and the other Related Agreements to which it is a party, to sell, assign and transfer the Purchased Interests to Purchaser as provided herein, and to carry out and perform its obligations under this Agreement and such Related Agreements and to consummate the Transaction.
Each of SPE, TGSC and SPCV has taken such actions as ---------- are necessary to cause (a) all of LP's assets, businesses, liabilities and other rights, benefits and obligations to be transferred to LLC and (b) those entities referred to in Schedule 4.3 to be contributed to the LLC (in the manner described in Schedule 4.3) (collectively, the "Conversion").
SPCV and TGSC are each acquiring the Shares ------------------ solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof in any transaction which would be in violation of the securities laws of the United States or any state thereof.
The acquisition of the Shares by SPCV and TGSC is being made solely for the purpose of investment (as the phrase "solely for the purpose of investment" is defined in 16 C.F.R. (S)801.1(i)(1)).
SPE, TGSC, SPCV and the -------------------------------------- Company have taken all action necessary in accordance with applicable law to cause each of the Company Subsidiaries that was a corporation for U.S. federal income tax purposes to be liquidated or converted into a single member limited liability company which is disregarded as an entity separate from its owner within the meaning of Section 301.7701-3(b)(1)(ii) of the Treasury Regulations.
SPE, TGSC and SPCV, jointly and severally, shall be solely responsible for any amounts set forth on Schedule 4.8 and shall indemnify the Company, Purchaser and Purchaser Sub for any such amounts.