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).
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.
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 ca▇▇ ▇apital Contribution * in the amount of [REDACTED] to the Partnership, as its Initial Investment.
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.
DEVCO. Devco ASA will not be amended or renewed without the approval of the new BreitBurn Board.
DEVCO