DevCo Sample Clauses

DevCo. Distribution. (a) Unless Parent shall determine that the Company shall not effect the DevCo. Distribution, it shall prepare and deliver to the Company the proposed terms of the DevCo. Distribution and forms of the agreements proposed to be entered into by the Company and DevCo. in connection with the DevCo. Distribution on or prior to December 7, 2000. (b) Prior to the Closing, the Company shall use its reasonable efforts to complete the actions specified in Exhibit A as long as those actions do not adversely affect the business of the Company and its wholly owned subsidiaries before the DevCo. Distribution; provided, however, that the completion of actions under this Section 5.13 shall not be a condition to the Merger. The Company shall take all necessary action to create DevCo. and transfer to DevCo. such assets and liabilities from the Company and its subsidiaries and execute all necessary agreements that shall govern the relationships between the Surviving Corporation and DevCo. following the DevCo. Distribution, all in accordance with Parent's instructions set forth on Exhibit A. The DevCo. Distribution must occur immediately before the Effective Time unless otherwise agreed to by the Company. (c) The Company shall not take, or cause to be taken, any action that would or might reasonably be expected to prevent or materially delay Parent, the Company or DevCo. from consummating the transactions contemplated in Exhibit A, including any action which may materially limit the ability of Parent, the Company or DevCo. to consummate the transactions contemplated thereby as a result of any regulatory concerns. (d) As promptly as practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Form 10. The Company shall use its best reasonable efforts to have the Form 10 declared effective under the Exchange Act as promptly as practicable after such filing and to cause the Form 10 to be mailed to its stockholders as promptly as practicable after the Form 10 is declared effective. (e) The Company shall pay all expenses arising from or incidental to the DevCo. Distribution (the "DevCo. Expenses"); provided, however, that Parent shall pay the DevCo. Expenses if this Agreement is terminated by Parent and the Company pursuant to Section 7.1(a) or by either Parent or the Company pursuant to Section 7.1(b).
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DevCo. DEVCO shall, at its sole cost and expense, procure, keep and maintain, throughout the Term of this MOU, professional liability insurance coverage on DEVCO and each Athletic Trainer performing Services hereunder in at least the minimum amounts required by law. This professional liability insurance shall cover all of the Services provided by DEVCO and the Athletic Trainers, and shall provide, to the extent the issuer of such policy will comply, for at least 30 days’ prior written notice to the NUSD for cancellation or diminution in coverage to take effect unless such policy provides for a shorter period of notice reasonably acceptable to NUSD. Contractor shall provide NUSD with a certificate evidencing such insurance at the commencement of this MOU and each time the insurance is renewed or changed.
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DevCo. DEVCO shall, as of the Effective Date of this Agreement, a two percent (2%) undivided ownership interest in and to the Fractionation Facility by execution and delivery of Assignment and Bill of Sale substantially in the form of Exhibit F, and pay a caxx Xapital Contribution * in the amount of [REDACTED] to the Partnership, as its Initial Investment.
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DevCo. DevCo shall have been duly organized and be validly existing under applicable law and shall possess all valid authorizations, permits and licenses to enable it to conduct its operations as contemplated by this Agreement.
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DevCo. Devco ASA will not be amended or renewed without the approval of the new BreitBurn Board.
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DevCo 
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Related to DevCo

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Partnership The Partnership shall be given days’ notice to purchase the ownership interest under the same terms agreed upon by the potential buyer.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • Partnership Name The name of the Partnership is “OZ Advisors II LP.” The name of the Partnership may be changed from time to time by the General Partner.

  • General Partner The name and address of the general partner of the Partnership is Outback Steakhouse of Florida, Inc., 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000.

  • Management of the Partnership The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.