BOC Limited owns absolutely all the Sale Assets free from any Encumbrance. The Company owns absolutely all material assets used in its business free from any Encumbrance.
BOC Limited Sample Clauses
Related to BOC Limited
LTD By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT XXXXXX XXXXXX By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT EXHIBIT A IRREVOCABLE PROXY The undersigned shareholder of ECI Telecom Ltd., a company formed under the laws of the State of Israel (the "COMPANY") hereby irrevocably appoints and constitutes Xxxxx Xxxxx and/or Zohar Uzdin as the attorney and proxy of the undersigned with full power of substitution and resubstitution to the full extent of the undersigned's rights with respect to (i) the issued and outstanding ordinary shares, par value NIS 0.12 per share of the Company ("COMPANY SHARES"), owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy and (ii) any and all other Company Shares which the undersigned may acquire of record after the date hereof (collectively, the "SUBJECT SECURITIES"). Upon execution of this proxy, all prior proxies given by the undersigned with respect to any of the Subject Securities regarding the matters that are the subject hereof, are hereby revoked and no subsequent proxies will be given with respect to any of the Subject Securities. This proxy is irrevocable and coupled with an interest, until the earliest to occur of any of the events specified in clauses (i) through (iii) of the following paragraph, at which time this proxy shall automatically be revoked. Each of the attorneys and proxies named above are hereby instructed and authorized to exercise this proxy to appear in the name and instead of the undersigned for the purpose of establishing a quorum and to vote (or cause to be voted) all of the Subject Securities, at any general, special or other meeting of the shareholders of the Company, and at any adjournment(s) or postponement(s) thereof, however called or convened, or pursuant to any consent in lieu of a meeting or otherwise, which the undersigned has the right to so vote during the period from the date hereof until the earlier of (i) immediately prior to the termination of the Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated the date hereof, among the Company, Epsilon 1 Ltd. , an Israeli company ("PURCHASER") and Epsilon 3 Ltd., an Israeli company and an indirect wholly owned subsidiary of Purchaser ("MERGER SUB"), in accordance with its terms, (ii) the agreement of Purchaser and the undersigned to terminate this proxy, and (iii) the Effective Time (as defined in the Merger Agreement):
The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7
Liability Limited (a) The Lenders, the Agent, the Credit Parties, the Owner Trustee and the Holders each acknowledge and agree that the Owner Trustee is (except as otherwise expressly provided herein or therein) entering into this Agreement and the other Operative Agreements to which it is a party (other than the Trust Agreement and to the extent otherwise provided in Section 6.1 of this Agreement), solely in its capacity as trustee under the Trust Agreement and not in its individual capacity and that the Trust Company shall not be liable or accountable under any circumstances whatsoever in its individual capacity for or on account of any statements, representations, warranties, covenants or obligations stated to be those of the Owner Trustee, except for its own gross negligence or willful misconduct and as otherwise expressly provided herein or in the other Operative Agreements.
Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.
Limited By: -------------------------------------- Name: Title: APW ENCLOSURES LIMITED By: -------------------------------------- Name: Title: APW FINANCE LIMITED By: -------------------------------------- Name: Title: APW GALWAY LIMITED By: -------------------------------------- Name: Title: APW HOLDING B.V. By: -------------------------------------- Name: Title: APW HOLDINGS (EUROPE) LIMITED By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement APW INVESTMENTS UK LIMITED By: -------------------------------------- Name: Title: APW MAYVILLE LLC By: -------------------------------------- Name: Title: APW NETHERLANDS B.V. By: -------------------------------------- Name: Title: APW NEW FOREST LIMITED By: -------------------------------------- Name: Title: APW NORTH AMERICA INC. By: -------------------------------------- Name: Title: APW POWER SUPPLIES AS By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement APW POWER SUPPLIES LTD. By: -------------------------------------- Name: Title: APW PRODUCTS AND SYSTEMS B.V. By: -------------------------------------- Name: Title: APW-ERIE, INC. By: -------------------------------------- Name: Title: ASPEN MOTION TECHNOLOGIES INC. By: -------------------------------------- Name: Title: C FAB DEVELOPMENTS LTD. By: -------------------------------------- Name: Title: CIPRESMAD HUNGARY GROUP FINANCING LLC By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement XXXX INDUSTRIES INC. By: -------------------------------------- Name: Title: ELECTRONIC SOLUTIONS By: -------------------------------------- Name: Title: XXXXXXXX ELECTRONICS LIMITED By: -------------------------------------- Name: Title: XXXXXXXX SECURITY SYSTEMS LTD. By: -------------------------------------- Name: Title: INNOVATIVE METAL FABRICATION, INC. By: -------------------------------------- Name: Title: J XXXXXXX MANUFACTURING (IRELAND) LTD. By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement XXXXXX MIDWEST CORPORATION By: -------------------------------------- Name: Title: XXXXXX WEST INC. By: -------------------------------------- Name: Title: PRECISION FABRICATION TECHNOLOGIES INC. By: -------------------------------------- Name: Title: TOWERFLAME LIMITED By: -------------------------------------- Name: Title: XXXXXX LINE EUROPE B.V. By: -------------------------------------- Name: Title: XXXXXX LINE LIMITED By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement XXXXXX LINE LLC (formerly known as APW Xxxxxx Line LLC) By: -------------------------------------- Name: Title: ZERO-EAST DIVISION, ZERO CORPORATION By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement Schedule 7.2(c)(vi) Investment in Non-Guarantor Locations Additional Investment in China $5,600,000 APW Shanghai Ltd. (PRC) was originally incorporated in China with $10 million of registered capital. The agreement with the Chinese authorities, in exchange for receiving the land for free, is to fully satisfy the registered capital requirement by January 2003. To date, APW Shanghai has $4.4 million of capital, thus requiring an additional $5.6 million by January 2003. The current plan is to satisfy the $5.6 million capital requirement by capitalizing the $4.5 million inter-company loan between APW Shanghai Ltd. and APW Hungary and providing an additional $1.1 million of cash. Although not yet provided in writing, APW has received verbal approval to extend the timing of the required capitalization to June 2003. Additional Investment in Poland $1,900,000 for transfer of equipment $1,600,000 for start-up, working capital The expansion into Bydgoszcz and Plonsk will require $1.6 million of cash for start-up costs, working capital requirements, salaries, lease, etc. In addition, $1.9 million of idle equipment will be transferred to the Plonsk facility by February 2003. Repurchase of Hong Kong share capital during 2003 Third Fiscal Quarter $2,000,000 In February 2001, APW and Xxxxxxx Xxxx signed an agreement for APW to purchase the 50% share of the business from Xx. Xxxx. Valuation of this 50% share was established as 6X EBIT as of December 31, 2000 x 50% or $2 million. Timing of this transaction has been delayed as APW has investigated the possibility that the contract may have been non-binding. Although APW continues to pursue other avenues to reduce or eliminate this obligation, legal counsel has advised that the contract is legally binding and must be satisfied. Timing is expected to be Q2 of FY 03. Repurchase of Singapore share capital during 2003 Third Fiscal Quarter $4,000,000 In March 2000, APW and Xxxx Xxx signed an agreement for APW to purchase a 52% stake in the Singapore operations. The deal included an option for Xx. Xxx to put the 48% of the business he owns back to APW based on several valuation calculations. Xx. Xxx exercised his put option in September 2001 with a required payment of $4 million. APW has pursued other
NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")
Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012
Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.
Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.
Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.
