Administration of the Assets Sample Clauses

Administration of the Assets. Between the date of this Agreement and the Closing Date, Seller will conduct all ownership of and business relating to the Properties in the manner in which they are now being conducted (including the maintaining existing insurance covering the Properties, maintaining the books, accounts and records relating to the Properties, and not materially modifying or terminating a material agreement where to do so would result in a MAE), and will notify Buyer promptly of any significant occurrence or change affecting the Properties. Between the date of this Agreement and the Closing Date, Seller shall perform and comply in all material respects with all covenants and conditions contained in agreements relating to the Properties and comply in all material respects with all applicable laws, rules, regulations, and orders that apply to the Properties. The parties hereby recognize that the current ownership and operation of the Properties includes Seller electing to participate or not participate (i.e. nonconsent status) in xxxxx drilled pursuant to the operating agreements or joint exploration agreement relating to the Properties and that Seller may continue to make consistent elections for the Properties, provided, however, Seller will provide Buyer notice of such election five (5) days prior to such election and shall consult with Buyer regarding such election. Prior to Closing, Seller shall (a) not propose any drilling or other operations requiring elections to participate pursuant to the applicable operating agreements except as may be necessary to maintain any portion of the Properties or to extend a Lease, or (b) not surrender, abandon, assign, xxxxx x xxxx or otherwise encumber any material Property other than in the ordinary course of business; provided however, that nothing contained herein shall require Seller to expend any funds to extend or perpetuate a Lease. Seller shall reasonably cooperate with Buyer in the notification of all applicable governmental authorities of the transactions contemplated hereby and reasonably cooperate with Buyer in obtaining the issuance or transfer by each such authority of such permits, licenses and authorizations as may be necessary for Buyer to own and operate the Properties following Closing. To the extent Seller is not the operator of any of the Properties, the obligations of Seller in Section 6.4 concerning operations or activities which normally or pursuant to existing contracts are carried out or performed by the opera...
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Administration of the Assets. (a) From and after the date of execution of this Agreement and until the Closing with respect to a Property, and subject to the constraints of applicable operating and other agreements, each Seller shall operate, manage, and administer the Properties in which it owns an interest in a good and workmanlike manner consistent with its past practices, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Prior to Closing with respect to a Property, each Seller shall use reasonable efforts to preserve in full force and effect all material Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Properties in which such Seller owns an interest, and shall perform all material obligations of such Seller in or under all such agreements relating to the Properties. Each Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment, (1) submit to Buyer all requests for capital expenditures, including AFE’s, for Buyer’s prior written approval but only up to an aggregate of Fifteen Million Dollars ($15,000,000) in capital expenditures being approved by Buyer between the date of this Agreement and Closing (herein called the “Capital Cap”) and shall comply with Buyer’s timely and reasonable written instructions regarding such expenditures; (2) submit to Buyer, for prior written approval, all proposed contracts and agreements relating to the Properties which involve individual commitments of more than TWENTY-FIVE THOUSAND dollars ($25,000); (3) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Properties; (4) obtain Buyer’s written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; (5) not approve or elect to go non-consent as to any proposed well without Buyer’s prior written approval but only as to proposals (when aggregated with the capital expenditures described in subsection (1) above and prior proposals requested by Buyer pursuant to this subsection) which would not exceed the Capital Cap; (6) not elect to go non-consent as to any Initial Xxxxx as defined in the JEA (notwithstanding subsection (5) above); (7) not plug or abandon or agree to plug and abandon any Well without Buyer’s prior written approval and (8) not propose any drilling or other operations r...
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Administration of the Assets. Subsequent to the closing, Newco shall be responsible and accountable for administration of the Assets and shall retain overall and ultimate responsibility, supervision, and control of the administration of such plans and products.
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Related to Administration of the Assets

  • Administration of the Trust Section 3.01

  • Administration of the Trust Fund Section 4.01

  • Administration of the Plan a. The Plan will be administered by the Company in accordance with its terms and the costs of administration shall be the responsibility of the Company. Upon determination of each Quarterly Profit calculation, such calculation shall be forwarded to the Chair of the Union Negotiating Committee accompanied by a Certificate of Officer signed by the Chief Financial Officer of the Company, providing a detailed description of any adjustments made to Earnings Before Income and Taxes and stating that Profit was determined in accordance with GAAP and that Quarterly Profit was calculated in accordance with this Section.

  • Compensation of the Agent The Company agrees to pay the Agent for its services under this Agreement in accordance with the schedule as then in effect set forth in Exhibit B of this Agreement or any amendment thereof. In addition, the Company agrees to reimburse the Agent for the following "out-of-pocket" expenses of the Agent within five days after receipt of an itemized statement of such expenses, to the extent that payment of such expenses has not been or is not to be made directly by the Company: (i) costs of stationery, appropriate forms, envelopes, checks, postage, printing (except cost of printing prospectuses, annual and semi-annual reports and proxy materials) and mailing charges, including returned mail and proxies, incurred by the Agent with respect to materials and communications sent to shareholders in carrying out its duties to the Company under this Agreement; (ii) long distance telephone costs incurred by the Agent for telephone communications and microfilm and storage costs for transfer agency records and documents; (iii) costs of all ancillary and supporting services and related expenses (other than insurance premiums) reasonably required by and provided to the Agent, other than by its employees or employees of an affiliate, with respect to functions of the Company being performed by it in its capacity as Agent hereunder, including legal advice and representation in litigation to the extent that such payments are permitted under Paragraph 7 of this Agreement and charges to Agent made by any Subagent; (iv) costs for special reports or information furnished on request pursuant to this Agreement and not specifically required by the Agent by Paragraph 3 of this Agreement; and (v) reasonable costs and expenses incurred by the Agent in connection with the duties of the Agent described in Paragraph (3)(1)(i). In addition, the Company agrees to promptly pay over to the Agent any fees or payment of charges it may receive from a shareholder for services furnished to the shareholder by the Agent. Services and operations incident to the sale and distribution of the Company's shares, including sales communications, confirmations of investments (not including reinvestment of dividends) and the clearing or collection of payments will not be for the account or at the expense of the Company under this Agreement.

  • Administration of Trust The Trustee shall administer the trust of the Indenture and shall perform a substantial part of its obligations relating to each series of Debt Securities and this Indenture at its corporate trust office in the City of New York.

  • Termination of the Applicable Trust (a) The respective obligations and responsibilities of the Company and the Trustee with respect to the Applicable Trust shall terminate upon the distribution to all Applicable Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property; provided, however, that in no event shall the Applicable Trust continue beyond one hundred ten (110) years following the date of the execution of this Trust Supplement. Notice of any termination, specifying the Distribution Date upon which the Applicable Certificateholders may surrender their Applicable Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Applicable Certificateholders not earlier than the 60th day and not later than the 15th day next preceding such final Distribution Date specifying (A) the Distribution Date upon which the proposed final payment of the Applicable Certificates will be made upon presentation and surrender of Applicable Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Applicable Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Applicable Certificateholders. Upon presentation and surrender of the Applicable Certificates in accordance with such notice, the Trustee shall cause to be distributed to Applicable Certificateholders such final payments. In the event that all of the Applicable Certificateholders shall not surrender their Applicable Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Applicable Certificateholders to surrender their Applicable Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Applicable Certificates after the Distribution Date specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Applicable Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days’ notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the Company.

  • Administration of the Mortgage Loans (a) All of the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Mortgage Loans and Administered REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced Mortgage Loans as are specifically provided for herein. All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21.

  • Administration of Equipment 24 6.4.1. Records and Schedules of Equipment...................................................................24 6.4.2. Dispositions of Equipment............................................................................24 6.5.

  • Compensation of the Adviser For all of the services to be rendered and payments to be made as provided in this Agreement, as of the last business day of each month, the Fund will pay you a fee at the annual rate of 1.50% of the average value of its daily net assets. The average value of the daily net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust or a resolution of the Board, if required. If, pursuant to such provisions, the determination of net asset value of the Fund is suspended for any particular business day, then for the purposes of this paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the business day, or as of such other time as the value of the Fund's net assets may lawfully be determined, on that day. If the determination of the net asset value of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month).

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