Certain Agreements. Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.
Certain Agreements. Except as set forth in Part 2.14 of the Company Disclosure Letter or the Company SEC Reports, neither Company nor any of its subsidiaries is a party to or is bound by:
(a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will;
(b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise;
(d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights;
(e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries;
(f) any agreement or commitment with any affiliate of the Company that is material to the Company; and
(g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuan...
Certain Agreements. So long as this Agreement remains in effect, the Company covenants and agrees that it will not, without the prior written consent of the Investor, enter into any other equity line of credit agreement with a third party during the Commitment Period having terms and conditions substantially comparable to this Agreement. For the avoidance of doubt, nothing contained in the Transaction Documents shall restrict, or require the Investor's consent for, any agreement providing for the issuance or distribution of (or the issuance or distribution of) any equity securities pursuant to any agreement or arrangement that is not commonly understood to be an "equity line of credit."
Certain Agreements. Without the prior written consent of the Administrative Agent and the Majority Lenders, the Borrower will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Borrower’s organizational documents which requires the consent of the “Independent Director” (as such term is used in the Borrower’s Certificate of Formation and Limited Liability Company Agreement).
Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding:
(a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed,
(b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and
(c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product As...
Certain Agreements. Parent envisages that the Company will continue to function as an independent Subsidiary with its current name and Company Board. In light of the importance of this independence, Parent and the Company agree as follows:
(a) The Company's By-laws will be amended to include the provisions set forth in clauses (i) -- (iii) of this subsection (a) of Section 6.20(a) (the "6.20(A) PROVISIONS"):
(i) The Parent, as the holder of all of the outstanding Shares, shall elect directors of the Company. Persons eligible to serve on the Company Board shall be:
(A) the Company's directors in office immediately prior to the effective time;
(B) two (2) designees of Parent's chief executive officer; and
(C) upon the departures of persons referred to in clause (A) by reason of death, retirement, resignation, or removal for cause, persons nominated by the Nominating Committee of the Company Board. For each vacancy the Nominating Committee of the Company Board shall nominate three persons. The Parent shall be entitled to vote the Shares in its discretion in this regard.
(ii) The corporate name, bank regulatory status and location of the principal place of business of the Company in New York shall not be changed without the prior approval of the Company Board.
(iii) The size of the Company Board will not be altered (other than to the extent necessary in connection with the appointment of the two (2) designees of Parent's Chief Executive Officer), and the provisions of the Company's By-Laws regarding the removal of directors without cause will not be amended or altered without the approval of a majority of the Company Board.
(a) Provisions will not be modified or removed from the Company's By-laws without the approval of a majority of the Company Board.
(b) The parties agree further that for the Period:
(i) The Company shall be maintained as a separate wholly-owned Subsidiary of Parent. Subject to the provisions of subsection (b)(ii) below, Parent shall consult with the Company Board with regard to any reorganization of the operations and corporate structures of the Subsidiaries of the Company and/or the integration of such operations and corporate structures with Parent's businesses and Subsidiaries that Parent may wish to effect following the Effective Time, with the goal of achieving maximum efficiencies and synergies;
(ii) The global high net-worth individual businesses of the Company and Parent as of the Effective Time, excluding Parent's wrap-fee business, will be developed ...
Certain Agreements. Agree to any material amendment or other material change to or material waiver of any of its rights under any Material Contract.
Certain Agreements. 17 3.13 Taxes......................................................................17 3.14
Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement.
(ii) The Securities Intermediary has furnished to the Administrative Agent and the Company the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein. The account statement for each Designated Account identifies the Investment Collateral held therein in the manner set forth on Exhibit B annexed hereto. The Securities Intermediary represents and warrants to the Administrative Agent that each such statement accurately reflects the assets held in such Designated Account as of the date thereof.
(iii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Company and identifying one or more security entitlements or other financial assets as “Investment Collateral,” enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral so that such records and reports generated with respect thereto identify the Investment Collateral as “Pledged.”
(iv) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereof) and the Securities Intermediary shall be entitled to rely on communications from such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) notification by the Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereof.
Certain Agreements. Upon the request of LandCARE at any time after the Closing, the Stockholder and the Surviving Corporation shall terminate any existing agreements to which the Company and the Stockholder are parties.
