B/E Sample Clauses

B/E. Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary and regardless of whether B/E obtained a Ruling, Unqualified Supplemental Tax Opinion or waiver described in Section 7.3(c) with respect thereto, subject to Section 7.5(c), B/E shall be responsible for, and shall indemnify and hold harmless KLX and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to, or result from any one or more of the following: (A) the acquisition of all or a portion of B/E’s stock and/or its assets (and/or any of its Affiliate’s stock or assets) by any Person, (B) any negotiations, agreements or arrangements by or on behalf of B/E with respect to transactions or events (including stock issuances or option grants) or a series of transactions or events that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of B/E representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by B/E after the Distribution (including any amendment to B/E’s certificate of incorporation) affecting the voting rights of B/E stock, (D) any act or failure to act by B/E or any B/E Affiliate described in Section 7.3 (regardless, for the avoidance of doubt, whether such act or failure to act is covered by a Ruling, Unqualified Supplemental Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.3(c) or a B/E Board Certificate described in Section 7.3(d)), or (E) any breach by B/E of its agreement and representation set forth in Section 7.1(a).
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B/E. Home visiting shall, but not be limited to, resources and referrals to all of the following: (1) Prenatal, infant, and toddler care; (2) Infant and child nutrition; Developmental screening and assessments; (4) Parent education, parent and child interaction, child development and child care; (5) Job readiness and barrier removal; and, (6) Domestic violence and sexual assault, mental health, and substance abuse treatment, as applicable. 11330.7 (e) Home visiting services and visits shall not be mandatory, random, or unannounced.
Sample 1

Related to B/E

  • C E P T A N C E The above-mentioned Subscription Agreement in respect of the Debenture is hereby accepted by Maverick Minerals Corp. DATED at SASKATOON , the 26th day of November, 2009. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) promises to pay to Xxxxxx Xxxxxxx (the “Holder”), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demand, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

  • E P T A N C E The above-mentioned Subscription in respect of the Shares is hereby accepted by SPORTSPRIZE ENTERTAINMENT INC. DATED at Vancouver, the 15th day of July, 1999. SPORTSPRIZE ENTERTAINMENT INC. Per: /s/Xxxx Xxxxxx, President ------------------------------------ Authorized Signatory SCHEDULE A - LEGEND "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE ONE YEAR ANNIVERSARY OF THE ISSUANCE HEREOF OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE 1933 ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE IN THE FORM ATTACHED TO THIS SECURITY IS DELIVERED BY THE TRANSFEREE TO THE COMPANY, (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE 1933 ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL FURNISH TO THE COMPANY SUCH CERTIFICATES AND OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE 1933 ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (o)(2) OF) RULE 902 UNDER REGULATION S UNDER THE 1933 ACT."

  • B E T W E E N NAOOLIN REALCON PVT. LTD. (Pan XXXXX0000X)a Company having its Principal Place of business at Merlin Matrix, Xxxx Xx. 000, XX-00, Xxxxxx-X, 0xx Xxxxx, P.O. – SechBhavan, P.S. – Electronic Complex, Kolkata – 700091, West Bengal, represented through its Director SRI XXXXXXXX XXX(PAN No. XXXXX0000X) (Aadhaar No. 000000000000),son of Sri Sunil Xxxxx Xxx, residing at Village Panapukur, P.O. – Bhangar, P.S. – Kashipur, District – South 24-Parganas, Pin: 743502, West Bengal,hereinafter called and referred to as the "VENDOR/PROMOTER" (which terms or expression shall unless excluded by or repugnant to the context be deemed to mean and include his heirs, executors, administrators, legal representatives and assigns) of the ONE PART.

  • R E C I T A L The Board of Directors of the Company (the "Board of Directors") has authorized the granting to Optionee, for services previously rendered by Optionee as a consultant to the Company, of a non-qualified stock option to purchase the number of shares of Common Stock of the Company specified in Paragraph 1 hereof, at the price specified therein, such option to be for the term and upon the terms and conditions hereinafter stated.

  • R E E M E N T S In consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, the parties hereto hereby agree as follows:

  • A G R E E M E N T S In consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, the parties hereto hereby agree as follows:

  • R E C I T A L S A. The Company has heretofore been formed as a limited liability company under the Delaware Act (as defined below) pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware on October 17, 2022.

  • E C I T A L S A. Pursuant to the provisions of the Trust Agreement, the Trust may from time to time issue or redeem equity securities representing an interest in the assets of the Trust (“iShares”), in each case only in aggregate amounts of [50,000] iShares (such aggregate amount, a “Basket”), and integral multiples thereof, and only in transactions with a party who, at the time of the transaction, shall have signed and in effect an Authorized Participant Agreement with the Trust.

  • W H E R E A S (a) the Joint Venturers have established the existence of diamond bearing ore bodies (including kimberlite pipes and alluvial deposits) within the Argyle mining area and the Ellendale mining area defined in Clause 1 and have carried out certain investigations relating inter alia to the mining and treatment of that ore and the sale of diamonds;

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