Certain Operating Agreements Sample Clauses
Certain Operating Agreements. The participation, joint development, joint operating, farm-out and other agreements relating to rights of the Company and its Subsidiaries with respect to the ownership, lease or operation of oil and gas properties or the exploration for development of, or production of oil and gas reserves thereon, constitute valid and binding obligations of the Company and its Subsidiaries that are parties thereto and, to the knowledge of the Company, of the other parties thereto, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
Certain Operating Agreements. The Company or a predecessor to the Company, shall have entered into and provided the Purchaser with true, correct and fully executed copies of, each of the EOPT Agreements, and each such agreement shall (i) be in full force and effect in accordance with the terms thereof, and (ii) to the extent necessary or desirable, be assignable to New ARC.
Certain Operating Agreements. 4 R. Warrants...................................................................4 S. Board Composition..........................................................4 T. Second Round Documents ....................................................4 U. Closing Documents .........................................................4 V. Proceedings................................................................5 W. Waiver.....................................................................5
Certain Operating Agreements. (a) Company will use its reasonable efforts to have waived the restrictions in:
(i) Section 5.11.2 of the limited partnership agreement, and Section 1.6 of the management agreement of West Houston Ambulatory Surgical Associates, L.P. and Section 5.11.2 of the Second Amended and Restated Agreement of Limited Partnership of Houston Ambulatory Surgical Associates, L.P. (West Houston Ambulatory Surgical Associates, L.P. and Houston Ambulatory Surgical Associates, L.P. collectively, “West Houston ”) to the extent the foregoing provisions would restrict the Parent’s ownership of Memorial Hermann Northwest Surgery Center; and
(ii) Section 12.2.3 of the operating agreement of Northeast Ohio Surgery Center, L.L.C. (“Northeast Ohio ”) to the extent the foregoing provisions would restrict the Parent’s ownership of Zeeba Surgery Center.
(b) In the event Company does not obtain the waiver from West Houston referred to in Section 5.14(a)(i), the Merger Consideration will be reduced as set forth in Schedule 5.14(b) of the Company Disclosure Statement and Company will cause its ownership interest in West Houston to be transferred prior to the Closing in accordance with the terms set forth in the letter dated the date hereof between Company and Parent (the “Side Letter”).
(c) In the event Company does not obtain the waiver from Northeast Ohio referred to in Section 5.14(a)(ii), Parent and Company will cause Parent’s ownership interest in Zeeba Surgery Center to be transferred prior to the Closing in accordance with the terms set forth in the Side Letter.
Certain Operating Agreements. From and after the date hereof until the expiration or termination of this Agreement, PRPA shall not make or enter into any cost-plus arrangements (as hereinafter defined) with any terminal