WRIL definition
Examples of WRIL in a sentence
Each of WRL and WRIL represents that the foregoing representations and warranties are true and correct as of the Effective Date (or, if made as of a specified date, as of such date) in all material respects, and, unless WRL and WRIL otherwise notify the other Parties prior to the Closing, shall be true and correct in all material respects as of the date of Closing (or, if made as of a specified date, as of such date).
After the transfer of the WRMHL Shares to WRIL pursuant to this Agreement, WRIL will be the sole registered and beneficial owner of the WRMHL Shares.
Each of WRL and WRIL shall use its commercially reasonable efforts to do all things and take all actions necessary to effect the transactions contemplated by this Agreement, both before and after the Closing, including obtaining all MSAR Government approvals.
None of WRL, WRIL, any of WRL’s Affiliates, or to WRL’s knowledge, any Person acting on behalf of WRL or any of its Affiliates, has conducted any “directed selling efforts” (as that term is defined in Regulation S under the Securities Act) in connection with the offer or sale of the WRL Shares.
For the avoidance of doubt, neither WRL nor WRIL shall have any liability or obligation of any nature in respect of United States Federal income tax imposed as a result of any gain accrued on the WRL Shares after the Closing or for any other reason whatsoever, whether pursuant to FIRPTA or otherwise.
None of WRL, WRIL, any of WRL’s Affiliates, or to WRL’s knowledge, any Person acting on behalf of WRL or any of its Affiliates, has engaged in any form of “general solicitation or general advertising” (as that term is defined in Regulation D under the Securities Act) in connection with the offer or sale of the WRL Shares.
Each of WRL and WRIL has all requisite power and authority, corporate or otherwise, to (i) enter into this Agreement and the other agreements entered or to be entered into by it relating thereto, and (ii) consummate the transactions contemplated by this Agreement and the other agreements entered or to be entered into by it relating thereto.
In the event the United States Internal Revenue Service proposes to assess United States Federal income tax on AT or KYM pursuant to FIRPTA in respect of any gain accrued on the WRMHL Shares during the period preceding the Closing, AT or KYM shall immediately give Notice to WRL or WRIL of such proposed assessment and the details thereof.
KYM and AT acknowledge that, after such transfer and subject to the WRMHL Capital Call Obligations, WRIL may (i) continue to hold the WRMHL Shares, (ii) directly or indirectly transfer the WRMHL Shares to one (1) or more of its Affiliates, (iii) take action to liquidate and dissolve WRMHL, or (iv) take any other action in accordance with applicable law as WRIL, in its sole and absolute discretion, may wish in connection with WRMHL or the WRMHL Shares.
The parties acknowledge that WCS, WRIL, WRML, and WRMSA will amend the WRMSA Shareholders’ Agreement in accordance with the Amended WRMSA Shareholders’ Agreement, to take effect as of the Closing.