EXISTING VENTURE OPERATING AGREEMENT Sample Clauses

EXISTING VENTURE OPERATING AGREEMENT. 16 4.06. SECTION 351 EXCHANGE.................................................................................... 16
Sample 1
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EXISTING VENTURE OPERATING AGREEMENT. If the Closing occurs, the Company and Nortel Networks LLC agree to authorize, approve and ratify a further amendment and restatement of the Amended and Restated Limited Liability Company Agreement of the Existing Venture LLC, dated as of March 31, 1999 (the "Existing Venture Operating Agreement"), which shall amend and restate the Existing Venture Operating Agreement in its entirety effective as of the Closing, in substantially the form attached as Exhibit H. In addition, (a) the Existing Venture, Company and Nortel Networks LLC agree, effective as of the Closing, to waive any provisions in the Existing Venture Agreement to effectuate the Transactions, (b) the Company and Nortel Networks LLC hereby direct the Existing Venture to do all that is necessary under any applicable laws to effectuate such waiver and the Transactions, (c) Nortel Networks LLC shall cause its representatives on the Members Committee of the Existing Venture to resign upon the Closing without any liability to the Existing Venture, and (d) the Company, Nortel Networks LLC and the Existing Venture agree that, at all times after the execution hereof and prior to the Closing (or, if earlier, termination of this Agreement in accordance with its terms), the Existing Venture shall not, without prior approval by a majority vote of the Representatives, (i) establish reserves in excess of $250,000 or (ii) fail to pay its accounts payable (both existing and future) to the Company or Nortel Networks or any of its Affiliates within 60 days of invoice.
Sample 1

Related to EXISTING VENTURE OPERATING AGREEMENT

  • Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • 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.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • AMENDING OPERATING AGREEMENT This Agreement may only be amended by an affirmative vote or consent of all Members.

  • Joint Venture Agreement The shareholder entity designated by each ASEAN country shall negotiate and conclude, as soon as possible, a joint Venture Agreement acceptable to Malaysia and the Parties, for the setting up of an ASEAN Urea Project in Malaysia. Such joint Venture Agreement shall set out among others: The name and capital structure of the joint Venture company; Constitution of the Board of Directors of the joint Venture company: Protection of minority interests; Scope of the project and its financing.

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

  • Student Agreement It is important that I work to the best of my ability. Therefore, I shall strive to do the following:

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • AGREEMENT RE-OPENER This Agreement may be amended by mutual consent. If either party wishes to amend or vary this Agreement, it shall give to the other party notice of any amendment proposed and the parties shall meet and discuss such proposal not later than one (1) calendar month after receipt of such notice.

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