Disposition of Certain Property Sample Clauses

Disposition of Certain Property. As a consequence of the determination of the Company Group that the best of interests of Saba after the Merger will be served by not conducting business or owning assets within the State of California, the Company Group shall have done such things as may be reasonably necessary to ensure that the post-Merger Saba does not conduct business or own assets in the State of California Prior to the consummation of the Merger, the Company Group shall have divested itself of all of its assets which are located in the State of California.
Sample 1
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Disposition of Certain Property. As a consequence of the determination of the Company Group that the best of interests of Saba after the Merger will be served by not conducting business or owning assets within the State of California, the Saba Group shall have taken such actions to ensure that the post-Merger Saba does not conduct business or own assets in the State of California. Prior to the consummation of the Merger, the Saba Group shall have caused all of its assets located in the State of California ("Saba's California Property") to be conveyed to Saba Petroleum, Inc. ("SPI"). Saba's California Property shall include all of the stock of Santa Xxxxx Refining Company and Saba Realty, Inc., the personal property located in the State of California and described on Exhibit F hereto and the realty and oil and gas properties located in the State of California and described on Exhibit G hereto. Concurrently with the consummation of the Merger, Saba shall distribute to the shareholders of Saba as of the record date established by the Board of Directors of Saba for such purpose the common stock of SPI on such basis as such Board shall have determined. For purposes of effecting the foregoing, to the extent that the then existing indebtedness of the Saba Group shall not have been retired, SPI shall be deemed to owe, and have secured financing for payment of, $6.0 million of such indebtedness as adjusted to the date of the Merger.
Sample 1
Disposition of Certain Property. Employee may keep at no charge to Employee, his work laptop computer (IBM), PDA, cell phone and home computer systems provided that, as a condition thereto, Employee must return to the Company all confidential and proprietary information of the Company contained in the property, on any computer disks, or otherwise within Employee's possession, custody or control. To accomplish the return of all confidential and proprietary information stored in the property, Employee agrees to deliver the property to a reasonably designated Company representative at such time as is designated by Company, who will endeavor to ensure that all confidential proprietary information is retrieved. Employee will be permitted to retain copies of agreements between himself and the Company and other materials uniquely personal to Employee's employment with the Company.
Sample 1

Related to Disposition of Certain Property

  • Construction of Certain Phrases (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

  • Construction of Certain Provisions If any provision of this Agreement or any of the Loan Documents refers to any action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Exclusion of Certain Transactions (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Termination of Certain Provisions 46 SECTION 7.14.

  • Allocation of Certain Expenses Each Shareholder will, at the discretion of the Trustees, indemnify the Trust against all expenses and losses resulting from indebtedness incurred in connection with facilitating (i) requests pending receipt of the collected funds from investments sold on the date of such Shareholder’s redemption request; (ii) redemption requests from such Shareholder who has also notified the Trust of its intention to deposit funds in its accounts on the date of said redemption request; or (iii) the purchase of investments pending receipt of collected funds from such Shareholder who has notified the Trust of its intention to deposit funds in its accounts on the date of the purchase of the investments.

  • Effect of Certain Transactions Subject to Section 9, in the event of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms, except that following the Transaction either (i) each outstanding Option shall be treated as provided for in the plan of liquidation or dissolution adopted, or the agreement entered into, in connection with the Transaction or (ii) if not so provided in such plan or agreement, the Optionee shall be entitled to receive in respect of each share of Common Stock subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Option prior to such Transaction.

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Application of Certain Payments Each payment of principal shall be applied to such Loans as the Company shall direct by notice to be received by the Agent on or before the date of such payment or, in the absence of such notice, as the Agent shall determine in its discretion. Concurrently with each remittance to any Bank of its share of any such payment, the Agent shall advise such Bank as to the application of such payment.

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