Certain Related Matters. Effective as of the Closing, the ----------------------- arrangement between Seller and Comfirst S.A., a company organized under the laws of France ("Comfirst"), with respect to services performed by Seller or any Assigning Subsidiary for the benefit of Comfirst shall, without further action, be terminated.
Certain Related Matters. (a) For purposes of this Section 5, all offers, bids, acceptances and counteroffers must be in writing, in a form which is firm and binding and solely for United States Dollars in cash payable in a lump sum.
(b) For purposes of this Section 5, to the extent there exists more than one CIB Shareholder or Inmex Shareholder,
(i) the CIB Shareholders or the Inmex Shareholders, as the case may be, shall be required to act unanimously, and (ii) any obligation of the CIB Shareholders or the Inmex Shareholders shall be the joint and several obligation of each of the CIB Shareholders or each of the Inmex Shareholders, respectively.
(c) All sales and transfers made pursuant to this Section 5 shall be consummated as soon as practicable following the acceptance or deemed acceptance of an offer or bid, and each Shareholder agrees to take all actions necessary to conclude such sales and transfers as contemplated hereunder.
(d) In the event that the Inmex Shareholders either elect or are required to purchase any Restricted Shares pursuant to this Section 5 at a time when one or more of them would not be permitted by applicable law to hold such additional Restricted Shares, the Inmex Shareholders shall (i) be required to purchase all such Restricted Shares that any of them may legally purchase, and (ii) within nine months after the acceptance or deemed acceptance of the related offer or bid and to the extent permitted by applicable law, either cause a third party to acquire all such remaining Restricted Shares or establish a satisfactory trust arrangement that would permit the Inmex Shareholders to hold a beneficial interest in all such remaining Restricted Shares.
(e) During the pendency of any Impasse or the procedures set forth in this Section 5, the Parties shall cooperate to continue the operations of the Company and the Subsidiaries in the ordinary course of business.
(f) Any Impasse may be terminated at any time by written agreement of all CIB Shareholders and Inmex Shareholders.
(g) No Change Of Control after the occurrence of an Impasse shall relieve any guarantor hereunder or any Designated Guarantor of any requirement to guarantee (whether directly or, in the case of the KO Guarantee or the Emprex Guarantee, indirectly through Inmex’s guarantee pursuant to Section 8.3 hereof or CIB’s guarantee pursuant to Section 8.1 hereof, as the case may be) any obligation under this Section 5 of any Person who was a CIB Shareholder or an Inmex Shareholder immediately prior t...
Certain Related Matters. (a) Pursuant to Section 2.14(f) of the Credit Agreement, the Administrative Agent hereby requests that the Loan Parties take all steps necessary, and each of the Loan Parties hereby agrees that it shall (i) deliver to Administrative Agent amendments to each of the Mortgages in effect as of the Effective Date, in form and substance reasonably acceptable to Administrative Agent, (ii) deliver to Administrative Agent date down endorsements to the extent available in the applicable jurisdiction to any existing title insurance policies insuring the lien of the Mortgages in effect as of the Effective Date and bringing forward the date of such coverage to the date of recordation of the amendment related to each such Mortgage, and (iii) take all other steps reasonably necessary (including executing any necessary amendments to the Mortgages, obtaining updated title reports and providing legal opinions in respect of any such amendments to the Mortgages), to ensure that each of the Mortgages in effect as of the Effective Date secures an aggregate amount of Obligations of at least $100,00,000 in excess of the sum of (i) the aggregate Revolving Credit Commitments (after giving effect to the Additional Revolving Facility Commitments contemplated by this Amendment) plus (ii) the outstanding principal amount of the Term Loans (after giving effect to the Incremental Term Loans made pursuant to the terms of this Amendment) plus (iii) all amounts committed or outstanding under the Term Facility, any Incremental Term Facility or Permitted Senior Notes, in each case within ninety (90) days (as such period may be extended by the Administrative Agent in its reasonable discretion) of the Effective Date; provided that, with respect to any real property located in a jurisdiction in which the mortgage recording, intangibles or similar taxes or charges apply, the aggregate amount of Obligations secured by any Mortgage encumbering such real property may be limited to an amount equal to the fair market value of such real property (as reasonably determined by a Responsible Officer of the Borrower in good faith (and the Borrower hereby agrees to deliver to the Administrative Agent a certificate of a Responsible Officer certifying thereto (to the extent applicable) as promptly as possible after the Effective Date)) if such limitation results in a reduction of the amount of such taxes or charges due in connection therewith.
(b) Subject to (x) the terms set forth in that certain Commitment L...
Certain Related Matters. The Company shall use its commercially reasonable efforts to comply with its obligations under this Agreement and to consummate the Public Merger Transaction. HFG shall use its best efforts to cause the Public Company to consummate the Public Merger Transaction.
Certain Related Matters. The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation 2 Section 1.5 Bylaws 2 Section 1.6 Directors 2 Section 1.7 Officers 2
Certain Related Matters. By the date that is ninety (90) days after the Restructuring Effective Date, as such time period may be extended in the Agent’s sole discretion; the Borrower shall deliver a mortgage in substantially the form of Exhibit G to the Credit Agreement (with such changes as may be required to account for local law matters) and otherwise in form and substance satisfactory to the Administrative Agent and covering that certain Material Owned Real Property located in Xxxxx Township, Ohio known as the “Century Mine Coal Preparation Plant” (the “Ohio Mortgage”), duly executed by the appropriate Loan Party, together with all of the real estate collateral requirements required to be delivered by the Borrower with respect to an Additional Mortgage Property as set forth in Section 6.19 of the Credit Agreement (except to the extent previously delivered by the Borrower).
Certain Related Matters. (a) The covenants of Employee set forth in this Section 5 are in addition to and not in limitation of any other obligations of a similar nature which Employee may have to Company by contract, law or otherwise.
(b) Without limiting Company's choice of an appropriate forum, Employee agrees that Company may institute proceedings for the enforcement of or for breach of this Agreement in any state or federal court located in Pennsylvania, and Employee hereby consents to the jurisdiction of any such court.
(c) Prior to instituting any proceedings for the enforcement of or for breach of this Section 5 and prior to terminating any compensation or benefits as a result of such a breach, Company shall notify Employee of such alleged breach and afford him 30 days in which to remedy such breach. Employee shall not be deemed to have breached this Section 5 if he completely remedies such breach within such 30-day period and has reimbursed Company for any resulting damages.
(d) Each of the covenants set forth in Section 5 shall be construed as independent of any other provision of this Agreement or any other agreement or arrangement between Employee and Company, and the existence of any claim or cause of action by Employee against Company shall not constitute a defense to the enforcement of such covenants against Employee.
Certain Related Matters. The Merger. 1 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Formation 2 Section 1.5 By-Laws 2
Certain Related Matters. 1 SECTION 1.1 THE MERGER........................................................................1 SECTION 1.2 CLOSING...........................................................................1
Certain Related Matters
