Actions of IAMP Sample Clauses

Actions of IAMP. As promptly as practicable following the execution of this Agreement, IAMP, as the holder of all the outstanding Class A common shares of Holdco, par value U.S.$0.01 per share ("Holdco Common Shares"), shall adopt this Agreement, and shall cause Holdco, as the sole shareholder of El Sitio Merger Subsidiary, to adopt this Agreement. Prior to the Effective Time, IAMP shall cause Holdco, and Holdco shall cause El Sitio Merger Subsidiary, to perform its obligations under this Agreement. As promptly as practicable after the date hereof, the parties hereto shall cause this Agreement to be amended to add El Sitio Merger Subsidiary as a party hereto and El Sitio Merger Subsidiary shall become a constituent corporation in the El Sitio Merger. Prior to the Imagen Contribution, IAMP shall contribute all of the stock it owns of Iberoamerican Media Holdings, Chile, S.A. and Red de Television Chilevision S.A. (the "Chile Businesses") to a newly formed wholly owned subsidiary of IAMP ("Chile Sub"), which shall be a British Virgin Islands international business company and a disregarded entity for U.S. tax purposes, in exchange for stock of Chile Sub.
Sample 1
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Actions of IAMP. As promptly as practicable following the execution of this Agreement, IAMP, as the holder of all the outstanding Class A common shares of Holdco, par value U.S.$0.01 per share ("Holdco Common Shares"), shall adopt this Agreement, and shall cause Holdco, as the sole shareholder of El Sitio Merger Subsidiary, to adopt this Agreement. Prior to the Effective Time, IAMP shall cause Holdco, and Holdco shall cause El Sitio Merger Subsidiary, to perform its obligations under this Agreement. As promptly as practicable after the date hereof, the parties hereto shall cause this Agreement to be amended to add El Sitio Merger Subsidiary as a party hereto and El Sitio Merger Subsidiary shall become a constituent corporation in the El Sitio Merger.
Sample 1

Related to Actions of IAMP

  • Actions of the Bank The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will:

  • Actions of Agents Subject to its obligations and duties as General Partner set forth in Section 7.1.A, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

  • Actions of the Parties Notwithstanding anything to the contrary in the Initial Agreement, the Parties will act in accordance with the following provisions, which provisions will be deemed to supplement and amend the Initial Agreement.

  • Actions of LC Issuer The LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the LC Issuer. The LC Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.20, the LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holders of a participation in any Facility LC.

  • Limitations of Actions No lawsuit relating to this Agreement may be filed before a written claim is filed with the Administrator and is denied or deemed denied as provided in the Plan and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.

  • CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS The several obligations of the Underwriters to purchase the Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date are subject to the accuracy, as of the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties of the Company contained herein, and to the performance by the Company of its covenants and obligations hereunder and to the following additional conditions:

  • Actions of Others The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

  • Obligations of Both Parties Obligations of Party A:

  • Obligations of Adviser The Adviser agrees to provide or complete, as the case may be, the following prior to the commencement of the Sub-Adviser’s investment advisory services as specified under this Agreement:

  • Actions of LC Issuers Each LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex, teletype or electronic mail message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such LC Issuer. Each LC Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.19, each LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holders of a participation in any Facility LC.

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