Enforcement of Affiliate Agreements Sample Clauses

Enforcement of Affiliate Agreements. If at any time the Company is entitled to make a claim or pursue any other remedy under the MESPA, MOMA or the Administrative Services Agreement, the Company shall make a claim thereunder for liquidated damages or, as applicable, to have one or more Systems repaired, replaced, or repurchased by the Sponsor, or pursue such other remedy, as applicable. The Company shall otherwise enforce all of its rights under the MESPA, MOMA and Administrative Services Agreement as diligently as if its counterparty were not an Affiliate.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Enforcement of Affiliate Agreements. Notwithstanding anything herein or in any other agreement to the contrary, in the event the Company has the right to terminate, amend, modify, extend, renew, waive, consent to or approve any material right or exercise any remedy with regard to any Management Agreement or other agreement between the Managing Member or any Affiliate of the Managing Member, on the one hand, and the Company, on the other hand, then the exercise of any such right on behalf of the Company, including the giving of any notice or approval with regard thereto, will be controlled solely by BH which shall have the right to cause the Company to exercise any rights to vote or influence the actions of the Company in connection therewith, and the Managing Member shall not have the right to exercise any control over the Company’s actions in respect thereof. Any decision made by BH in accordance with the preceding sentence shall be implemented solely by BH.
Sample 1Sample 2Sample 3
Enforcement of Affiliate Agreements. If at any time Borrower is entitled to make a claim or pursue any other remedy under the MESPA, MOMA or Administrative Services Agreement or any other Major Project Document to which Borrower and an Affiliate of Borrower is a party, Borrower shall make a claim thereunder for liquidated damages or, as applicable, to have one or more System Facilities repaired, replaced, or repurchased by Sponsor, or pursue such other remedy, as applicable. Borrower shall otherwise enforce all of its rights under the MESPA, MOMA and Administrative Services Agreement and any other such Major Project Document as diligently as if its counterparty were not an Affiliate.
Sample 1Sample 2
Enforcement of Affiliate Agreements. In connection with any Material Contracts between the Company and any Member or an Affiliate of any Member, the Member who is a party to such Material Contract or whose Affiliate is a party to such Material Contract shall not vote or otherwise participate in any decision by the Company to exercise any remedies thereunder, and with respect to exercise of remedies in the event of breach by such Member or its Affiliate of such Material Contract, the majority of the non-affiliated Members shall be permitted to initiate and take such actions. Any Member may request an audit of arrangements regarding Material Contracts with Affiliates of Members, and the non-requesting Member will comply with and provide information reasonably requested by the auditing Member. So long as the Operator is an Affiliate of a Member, any extension to the term of the Construction and Operations Agreement after the initial term thereof pursuant to Section 1.2(a) of such agreement shall require the affirmative vote of 80% of the Members.
Sample 1
Enforcement of Affiliate Agreements. Notwithstanding anything herein or in any other agreement to the contrary, in the event the Company or any SPV has the right to terminate, amend, modify, extend, renew, waive, consent to or approve any material right or exercise any remedy with regard to any Management Agreement or other agreement between the Managing Member or any Affiliate of the Managing Member, on the one hand, and the Company or any SPV, on the other hand, then the exercise of any such right on behalf of the Company or such SPV, including the giving of any notice or approval with regard thereto, will be controlled solely by BH which shall have the right to cause the Company and any SPV to exercise any rights to vote or influence the actions of such SPV in connection therewith, and the Managing Member shall not have the right to exercise any control over the Company’s or any SPV’s actions in respect thereof. Any decision made by BH in accordance with the preceding sentence shall be implemented solely by BH.
Sample 1
Enforcement of Affiliate Agreements. Notwithstanding anything to the contrary contained in this Agreement, if the Company or any of its Subsidiaries has any legal claim or action against a Restricted Party with respect to any Affiliate Transaction which the Managing Member fails to pursue or enforce, then the members of the Major Decision Committee appointed by NSAM Member shall have sole power and authority to act on behalf of the Company and its Subsidiaries with respect to the pursuit and enforcement of such legal claim or action against such Restricted Party with respect to such Affiliate Transaction, and shall be permitted to pursue any and all remedies they deem appropriate (in their sole discretion), whether arising under contract or statute, by operation of law or otherwise, and such acts shall be the conclusive acts of the Company (or its Subsidiary(ies)) (as applicable) and the Members as it relates to such matters.
Sample 1

Related to Enforcement of Affiliate Agreements

  • Termination of Affiliate Agreements At or prior to the Closing Date, except as set forth on Schedule 5.07, unless otherwise directed in writing by Parent or provided elsewhere herein, the Company shall terminate, or cause termination of, all Affiliate Agreements, and all amounts due and payable thereunder and any and all future obligations owing thereunder shall be cancelled, in each case with no further Liabilities surviving the Closing.

  • Affiliate Agreements As of the Effective Date, the Borrower has heretofore delivered to the Administrative Agent true and complete copies of each of the Affiliate Agreements (including and schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the Effective Date, each of the Affiliate Agreements was in full force and effect.

  • Agreement of Affiliates FCBS has disclosed in Section 0.9 of the FCBS Disclosure Memorandum each Person whom it reasonably believes is an "affiliate" of FCBS for purposes of Rule 145 under the 1933 Act. FCBS shall use its reasonable efforts to cause each such Person to deliver to Regions not later than 30 days prior to the Effective Time a written agreement, substantially in the form of Exhibit 3 to this Agreement0"0, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Regions and FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC, shares of Regions Common Stock issued to such affiliates of FCBS in exchange for shares of FCBS Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions and FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 (and Regions shall be entitled to place restrictive legends upon certificates for shares of Regions Common Stock issued to affiliates of FCBS pursuant to this Agreement to enforce the provisions of this Section 8.9). Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions Common Stock by such affiliates.

  • Affiliate Agreement As of the Effective Date, the Borrower has heretofore delivered (to the extent not otherwise publicly filed with the SEC) to each of the Lenders true and complete copies of the Affiliate Agreement as in effect as of the Effective Date (including any amendments, supplements or waivers executed and delivered thereunder and any schedules and exhibits thereto). As of the Effective Date, the Affiliate Agreement is in full force and effect.

  • Termination of Affiliate Contracts The Company shall cause all Affiliate Contracts set forth on Section 6.17 of the Company Disclosure Letter to be terminated on or prior to the Closing.

  • Separate Agreements All uses of an E-System shall be governed by and subject to, in addition to Section 9.2 and this Section 9.3, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy as may be updated from time to time, including on such E-System) and related Contractual Obligations executed by Agent and Credit Parties in connection with the use of such E-System.

  • Agreements of Affiliates GSMS has disclosed in Section 8.11 of the GSMS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of GSMS for purposes of Rule 145 under the 1933 Act. GSMS shall use its reasonable efforts to cause each such Person to deliver to PSS not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.1, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of GSMS Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of PSS Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and, because the Merger is to be accounted for by the pooling-of-interests method of accounting, until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Because the Merger is to be accounted for using the pooling-of-interests method of accounting, shares of PSS Common Stock issued to such affiliates of GSMS in exchange for shares of GSMS Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 (and PSS shall be entitled to place restrictive legends upon certificates for shares of PSS Common Stock issued to affiliates of GSMS pursuant to this Agreement to enforce the provisions of this Section 8.11). PSS shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS Common Stock by such affiliates. PSS has disclosed in Section 8.11 of the PSS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSS. PSS shall use its reasonable efforts to cause each such Person to execute and deliver not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.2, providing that such Person shall not sell, pledge, transfer or otherwise dispose of any shares of PSS Common Stock until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.

  • Change of Control Agreements Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

  • Separate Agreement The parties hereto acknowledge that certain provisions of the Investment Company Act, in effect, treat each series of shares of an investment company as a separate investment company. Accordingly, the parties hereto hereby acknowledge and agree that, to the extent deemed appropriate and consistent with the Investment Company Act, this Agreement shall be deemed to constitute a separate agreement between the Investment Manager and each Fund.

  • Change in Control Agreements Simultaneously with the execution and delivery of this Agreement, the Company and the Executive have executed and delivered a Change In Control Agreement ("C-I-C Agreement"), which applies under the circumstances and during the period described therein. If circumstances arise which cause both the C-I-C Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However, if the C-I-C Agreement does not apply (as, for example, if there is no Change in Control as described therein, or the C-I-C Agreement has expired, or the C-I-C Agreement simply does not apply), then the provisions of this Agreement shall control and be unaffected by the C-I-C Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.