Examples of Trilogy Parties in a sentence
Notwithstanding anything in this Agreement to the contrary, the parties agree that the financing transactions and redemptions contemplated by this Section 1.02(b) shall neither create nor increase any indemnification obligations of the Sellers pursuant to this Agreement, including with respect to any increase in Taxes of the Trilogy Parties.
From and after the Closing, the Purchaser shall be solely responsible for complying and causing the Company and its Subsidiaries to comply with any notice or filing requirements under WARN and any applicable state or local plant closing, mass layoff or severance Law, provided that The Trilogy Parties shall provide an updated Schedule 3.16(c) to the Purchaser within ten (10) days prior to the Closing and updated again at the Closing.
At the Closing, neither the Trilogy Parties nor their respective Subsidiaries will own more than fifty percent (50%) of the capital interests or more than fifty percent (50%) of the profits interests of RHS Partners, LLC.
Purchaser shall not take, or fail to take, any action, which would result in the Company, the Sellers, the Trilogy Parties, or Trilogy Healthcare of Xxxxxxx, LLC becoming liable to the Union (as such term is defined in the Xxxxxxx CBA) or to the employees covered by 59 the Xxxxxxx CBA for damages or other relief as contemplated under Section 2 of Article 33 of the Xxxxxxx CBA.
An entity controlled by Xxxxxxx Xxxxxxx and Blocker Seller (or its Affiliates other than the Trilogy Parties or their respective Subsidiaries) shall acquire fifty percent (50%) (or, if agreed upon by the parties, more) of the Equity Interests in one of the Tenant NewCos (such Tenant NewCo, “JV Tenant NewCo”), and all of the Leases described in clause (iv) of Section 2.01(m) shall be assigned to JV Tenant NewCo (and, in the case of all of such Leases under which Health Care REIT, Inc.
The Trilogy Parties shall cause to be delivered to the Purchaser on the Closing Date such resignations of the members of the Board of Directors (or similar governing body) and the officers of the Trilogy Parties and their Subsidiaries which have been requested in writing by the Purchaser at least five (5) Business Days prior to the Closing Date, such resignations to be effective concurrently with the Closing.
Subject to this Agreement, the Trilogy Parties hereby grant to South32 the sole, exclusive and irrevocable right to subscribe for, from the LLC, and have issued to it by the LLC fifty percent (50%) of all Membership Interests issued to the Company and South32 on Completion (“Option”) free and clear of any Encumbrance.
The subscription of the Membership Interests by South32 contemplated by the exercise of the Option will be completed within forty-five (45) Business Days after the date on which South32 has given the Trilogy Parties the Option Exercise Notice at the offices of South32’s counsel, Fasken Xxxxxxxxx XxXxxxxx LLP at Suite 2900 - 550 Burrard Street, Vancouver, British Columbia, or on or at such other date, time or location as may be agreed upon in writing by the Parties.