Actions by Xxxxx. For and in consideration of the agreement by the Company to make the Payment described in Section 2.b. and to provide, if applicable, the Contingent Obligations described in Section 2.d. of this Agreement, to which consideration Xxxxx acknowledges he would not otherwise be entitled and as to which consideration Xxxxx acknowledges the sufficiency and receipt, Xxxxx agrees to the following: x. Xxxxx’x Release of Claims (“Release of Claims”): XXXXX KNOWINGLY AND VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY, HEREBY RELEASES, ACQUITS AND FOREVER DISCHARGES Forestar with respect to any and all claims and causes of action of any nature, both past and present, known and unknown, foreseen and unforeseen, at law or in equity, which Xxxxx possesses or may in the future possess or which could be asserted now or in the future on Xxxxx’x behalf by any other person, entity or governmental authority, resulting from or relating to any act, agreement, event, occurrence, representation, or omission of any kind occurring on or before the Effective Date of this Agreement. Xxxxx understands and agrees that this Release of Claims includes, but is not limited to, the following: (i.) All claims and causes of action arising under contract, tort, or other common law, including, without limitation, breach of contract; wrongful discharge; non-reimbursement; negligence; negligent hiring, supervision, or retention; false imprisonment; assault; battery; intentional infliction of emotional distress; defamation; disparagement; slander; libel; fraud; invasion of privacy; breach of any covenants of good faith and fair dealing; breach of employment policies, practices and procedures; and loss or interference with any type of third-party relationship; (ii.) All claims and causes of action arising under any and all federal, state, or local statutes, laws, regulations, rules, or ordinances, including, without limitation, the Texas Commission on Human Rights Act; Chapters 21 and 451 of the Texas Labor Code; the Texas Payday Law; the National Labor Relations Act; the Civil Rights Acts of 1866, 1964, and 1991; 42 U.S.C. §§ 1981 and 1983; the Equal Pay Act; the Occupational Safety and Health Act; the Family and Medical Leave Act; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the Americans with Disabilities Act, as amended by the ADA Amendments Act of 2008; the Fair Labor Standards Act; the Texas Securities Act; the United States Securities Act of 1933; the Unite...

Actions by Xxxxx. HC, Newco and Computone agree that, from and after the Preliminary Exchange Closing and the Merger Closing and except as specified below, Xxxxx, acting through its Board of Managers, and without interference or the requirement of consent, authorization or approval from HC as a holder of a Membership Interest in Xxxxx (or from any other holder or holders of such a Membership Interest, the effective cooperation of which holder or holders HC hereby agrees to obtain), shall have, except only in the specific extraordinary circumstances hereinafter defined, exclusive control of Ladia's business operations and finances. Such business operations and finances shall include, but not be limited to, (i) the right to make acquisitions, either of stock or assets or any combination thereof, of enterprises in the telecommunications industry and (ii) the incurring of debt in any amount and on any terms and conditions, provided only that such debt does not involve a guaranty by HC and is not convertible into, and does not afford any rights to acquire, any equity interest in Xxxxx or HC. For purposes of this Section 7.13, the specific extraordinary circumstances in which Xxxxx shall be required to obtain the authorization, approval or consent of HC shall include and be limited to (A) the issuance by Xxxxx of any additional membership interests in Xxxxx of any kind and (B) any expenditure in an amount in excess of $500,000. The provisions of this Section 7.13 shall be null and void if either (A) the employment by Xxxxx of Xxxxxxx Xxxxx is terminated for cause within the meaning of her employment agreement with Xxxxx or (B) Xxxxx has not generated Cumulative Gross Revenues during the first four full fiscal quarters following the Preliminary Exchange Closing Date of at least $25,000,000, with a Cumulative Gross Margin during the last such quarter of at least 4%, with such calculations being based upon the unaudited financial statements of Xxxxx prepared by HC's regular independent certified public accountants in connection with the filing by HC of its periodic reports under the Exchange Act. HC, Computone and Newco hereby agree that, prior to the Preliminary Exchange Closing and the Merger Closing, Xxxxx may effect such amendments to its Operating Agreement and Certificate of Organization as it shall deem necessary to reflect the provisions of this Section 7.13 and to assure that the amendments so adopted may not thereafter by modified, revoked or rescinded without the prior wr...

Actions by Xxxxx. Xxxxx will be able to take a wide range of actions relating to Seller, the Transactions, and the Transaction Documents, all without Guarantor’s consent or notice to Guarantor. Guarantor’s full and unconditional liability under this Guaranty will continue whether or not Guarantor has consented to such actions.

Actions by Xxxxx. The Party controlling an Enforcement Action agrees that it will: (a) consult with the other Party and keep the other Party fully informed of the status and progress of such proceedings; (b) not make any admissions in relation to the Product Technology that may be adverse to the Product Technology or the Patents without the prior written consent of the other Party; and (c) not settle or compromise any such Enforcement Action without the prior written approval of the other Party, who may at any stage reassume control of the Enforcement Action at its own expense.

Actions by Xxxxx. Dealer understands and agrees that XxxXx may without notice to Dealer extend the due dates of rental or installment payments due or to become due under any Financing Contract, amend any Financing Contract by agreement with the Buyer or otherwise deal with the Buyer or any other party obligated to XxxXx in connection with the transaction in whatever manner XxxXx deems reasonable and appropriate, without affecting Dealer's obligations to XxxXx under this Agreement. Dealer understands that XxxXx reserves the right from time to time to change its policy as to the type of Financing Contracts it will purchase. The temporary or permanent discontinuance of the purchases of one of more types of Financing Contracts shall not affect the terms of this Agreement which apply to previously purchased Financing Contracts of any type.

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Assignments by Xxxxxxx Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:
TRANSACTIONS BY STATE STREET The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Manager), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.
Payments by Borrower; Presumptions by Agent Unless Agent shall have received notice from Borrower prior to the date on which any payment is due to Agent for the account of the Lenders or the L/C Issuer hereunder that Borrower will not make such payment, Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of Lenders or the L/C Issuer, as the case may be, severally agrees to repay to Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. A notice of Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.
Determinations by Lender In any instance where the consent or approval of Lender may be given or is required, or where any determination, judgment or decision is to be rendered by Lender under this Assignment, the granting, withholding or denial of such consent or approval and the rendering of such determination, judgment or decision will be made or exercised by Lender (or its designated representative) at its sole and exclusive option and in its sole and absolute discretion and will be final and conclusive, except as may be otherwise expressly and specifically provided in this Assignment.
Payments by Borrower; Presumptions by Administrative Agent Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
ACTIONS BY WRITTEN CONSENT Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by Members having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members were present and voting. A facsimile or similar electronic reproduction of a writing signed by a Member will be regarded as signed by the Member.
Payments by Borrowers; Presumptions by Administrative Agent Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
Determinations by Trustees The Trustees may make any determinations they deem necessary with respect to the provisions of this Declaration of Trust, including the following matters: the amount of the assets, obligations, liabilities and expenses of the Trust or any Series or Class; the amount of the net income of the Trust or any Series or Class from dividends, capital gains, interest or other sources for any period and the amount of assets at any time legally available for the payment of dividends or distributions; which items are to be treated as income and which as capital; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges were created shall have been paid or discharged); the market value, or any other price to be applied in determining the market value, or the fair value, of any security or other asset owned or held by the Trust or any Series or Class; the number of Shares of the Trust or any Series or Class issued or issuable; and the net asset value per Share.
Presumptions Regarding Payments by Borrower Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent on demand that amount so distributed to such Lender or the Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

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