Go-Along Obligation Sample Clauses

Go-Along Obligation. If at any time PECO-ARC enters into a definitive written agreement to sell all of the Interests in the Partnership after the Lock-Out Period expires to a bona fide third party (not an Affiliate of PECO-ARC) for an all-cash purchase price payable in immediately available funds, PECO-ARC shall promptly give the CBREI Investors written notice thereof (a “Go-Along Notice”). Each CBREI Investor agrees to (i) Transfer its entire Interest in accordance with the terms and conditions of such definitive written agreement, and (ii) execute and deliver any and all documents and instruments reasonably necessary in connection therewith, provided that (A) the price payable to each CBREI Investor shall equal the amount the CBREI Investor would receive if the total price being paid were distributed among the Partners in accordance with Section 5.1, and (B) all other terms and conditions of sale with respect to the Interest owned by the CBREI Investor are identical to the other terms and conditions of sale with respect to the Interest owned by PECO-ARC. For this purpose, the valuation of the Interests of the CBREI Investors will not be reduced by any value attributable to termination of the Advisory Agreement or the Management Agreement or the internalization of management of the Partnership or any Property. If a CBREI Investor fails or refuses to Transfer its Interest in accordance with this Section 9.5, or to execute all documents and instruments reasonably necessary in connection therewith, each CBREI Investor hereby irrevocably appoints PECO-ARC, with full power to act alone, as the CBREI Investor’s agent and attorney-in-fact to execute and deliver said documents and Transfer the Interest of the CBREI Investor.
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Go-Along Obligation. If at any time the Controlling Members shall enter into a definitive written agreement to sell or transfer all of the interests in the Company to any third party (other than to a Permitted Transferee), the Controlling Members have the right to give each of the other Members (the "Minority Members") written notice thereof and to require the Minority Members to sell their Interests in the Company upon the terms and conditions set forth in this Article 13. If such notice is delivered to the Minority Members, each Minority Member agrees (i) to sell and transfer his entire interest in the Company in accordance with the terms and conditions of such definitive written agreement, provided that the price paid to each Employee Member shall equal the amount such Employee would receive if the aggregate sale proceeds were distributed pursuant to Section 8.2 and all other terms and conditions of sale with respect to the interest owned by such Minority Member are identical to all other terms and conditions of sale with respect to the interests owned by the Controlling Members, and such Minority Member is released, concurrently with closing of such sale, from any guaranty of Company obligations for borrowed money (other than trade payables arising in the ordinary course of business) for which such Minority Member has personal liability, and (ii) to execute and deliver any and all documents and instruments reasonably necessary in connection therewith. In the event any Minority Member shall fail or refuse to sell and transfer his interest in the Company, or to execute all documents and instruments reasonably necessary in connection therewith, such Minority Member hereby irrevocably appoints each of the Controlling Members, each with full power to act alone, as such Minority Member’s agent and attorney-in-fact to execute and deliver said documents and sell and transfer the membership interests of such Minority Member.
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Go-Along Obligation. If at any time ARC enters into a definitive written agreement to sell or transfer all of the Interests in the Company to any third party, ARC shall promptly give DASCO written notice thereof (a "Go-Along Notice"). DASCO agrees to (i) sell and transfer its entire Interest in accordance with the terms and conditions of such definitive written agreement, and (ii) execute and deliver any and all documents and instruments reasonably necessary in connection therewith, provided that (A) the price payable to DASCO shall equal DASCO's initial capital contribution set forth in Section 4.1.2. If DASCO shall fail or refuse to sell and transfer its Interest in accordance with this Section 9.5, or to execute all documents and instruments reasonably necessary in connection therewith, DASCO hereby irrevocably appoints ARC, with full power to act alone, as DASCO's agent and attorney-in-fact to execute and deliver said documents and sell and transfer the Interest of DASCO.
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Related to Go-Along Obligation

  • Continuing Obligation Executive agrees that the agreement not to disclose Confidential Employer Information will be effective during Executive’s employment and continue even after Executive is no longer employed by Employer. Any obligation not to disclose any portion of any Confidential Employer Information will continue indefinitely unless such information (a) has become public knowledge through no fault of Executive; or (b) has been developed independently without any reference to any information obtained during Executive’s employment with Employer; or (c) must be disclosed in response to a valid order by a court or government agency or is otherwise required by law.

  • Ongoing Obligations I reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Confidentiality and Inventions Assignment Agreement between me and the Company dated _______________, 20__ (the “Confidentiality Agreement ”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain solicitation activities for a twelve (12) month period after my employment ends. I acknowledge that the execution of Exhibit A to the Confidentiality Agreement, entitled “Anthera Pharmaceuticals, Inc. Termination Certification” (the “Certification”), is required by the Confidentiality Agreement and accordingly agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Separation Benefits. I also reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Statement of Company Policy Regarding Xxxxxxx Xxxxxxx and Disclosure of Material Non-Public Information (the “Xxxxxxx Xxxxxxx Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Xxxxxxx Xxxxxxx Policy), if such black-out period was instituted prior to my separation from employment.

  • Closing Obligations At the Closing:

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Existing Obligations The terms of the Award Agreement shall not in any way (a) limit your obligations pursuant to any other agreements with the Corporation or any of its Affiliates or other corporate plans or policies applicable to you; or (b) limit the Corporation’s or your Employer’s rights to exercise any remedies it may have under Applicable Laws or under the terms of such other agreements, plans or policies.

  • CONTINUING OBLIGATION OF THE SELLER SLM ECFC shall provide all reasonable assistance necessary for Funding to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period SLM ECFC owned the related Purchased Loan, or (b) a payment made or alleged to have been made to SLM ECFC. Further, SLM ECFC agrees to reasonably cooperate in the preparation and filing of any financing statements at the request of Funding in order to reflect Funding’s interest in the Loans.

  • Surviving Obligations The obligations of the Company and your obligations under this Agreement shall survive the expiration of this Agreement to the extent necessary to give effect to this Agreement.

  • Filing Obligations The Master Servicer, the Trustee and each Seller shall reasonably cooperate with the Depositor in connection with the satisfaction of the Depositor's reporting requirements under the Exchange Act with respect to the Trust Fund. In addition to the information specified below, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee and each Seller shall (and the Master Servicer shall cause each Subservicer to) provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form.

  • CONTINUING OBLIGATION OF SELLER The Seller shall provide all reasonable assistance necessary for the Purchaser to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period the Seller owned the related Purchased Loan, or (b) a payment made or alleged to have been made to the Seller. Further, the Seller agrees to execute any financing statements at the request of the Purchaser in order to reflect the Purchaser’s interest in the Loans.

  • Continuing Obligations The obligations in this Clause 30 are continuing and, in particular, shall survive and remain binding on each Creditor Party for a period of 12 months from the earlier of:

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