Heartland Sample Clauses

Heartland. Heartland is a duly formed corporation under the laws of the State of Delaware, validly existing, in good standing and fully qualified to do business in the State of Illinois. The articles of incorporation and by-laws of Heartland, copies of which have been furnished to Lender, are in effect, unamended, and are the true, correct and complete documents relating to Heartland's creation and governance.
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Heartland. At or prior to the Closing, Heartland shall have released (a) each of the Seller, Agri-Energy L.P. and CORN-xx Xxxxx Management from all liabilities under the Credit Agreement, and (b) all liens granted or created by the Seller, Agri-Energy L.P. and CORN-xx Xxxxx Management pursuant to the Credit Agreement.
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Heartland. The obligations of Heartland and Heartland Bank to consummate the Mergers are subject to the satisfaction and fulfillment of each of the following conditions on or prior to the Closing Date, unless waived in writing by Heartland:
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Heartland. Heartland shall perform the following obligations as drilling contractor:
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Heartland. The obligations of Heartland to be performed under this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions:
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Heartland. The precise form of this transaction will be as set forth in the ACQUISITION CONTRACT.
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Heartland. To the best of the Directors’ knowledge, information and belief, and having made reasonable enquiries, each of AECI, ARE and Heartland and its respective ultimate beneficial owners are third parties independent of Zendai and connected persons of Zendai. Assets to be acquired Under the Framework Agreement, the Zendai Parties have conditionally agreed to acquire and the AECI Parties have conditionally agreed to sell the Acquisition Assets. The Acquisition Assets consist of the Immovable Properties, being certain property assets located in the Modderfontein area of Johannesburg, South Africa, comprising a number of land parcels and buildings, covering approximately 1,600 hectares, and the Heartland Assets. Consideration and payment terms The purchase price payable by Zendai in consideration for the Acquisition Assets, being the Immovable Properties and the Heartland Assets, shall be an amount equivalent to the Transaction Price of approximately ZAR930.68 million (equivalent to approximately HK$735.24 million) together with VAT of approximately ZAR130.30 million (equivalent to approximately HK$102.94 million) thereon, which has been secured by way of the Zendai Payment Guarantee in the amount of approximately ZAR1,060.98 million (equivalent to approximately HK$838.17 million) and has been provided by Zendai to AECI on the Signature Date. The Zendai Payment Guarantee shall remain in force until the earlier of (i) full payment of the Transaction Price is received by AECI or
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Related to Heartland

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Company The term “

  • Management of the Company The Company's business and affairs shall be conducted and managed by the Member(s) in accordance with this Agreement and the laws of the State of the Formation. Single-Member (Applies ONLY if Single-Member): The Member(s) of the Company has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company or incur any expenditures on behalf of the Company. The Member(s) shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court. The Company is organized as a “member-managed” limited liability company. The Member(s) is designated as the initial managing Member(s). Multi-Member (Applies ONLY if Multi-Member): Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation, and control of the business and affairs of the Company and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Notwithstanding any other provision of this Agreement, the Member shall not, without the prior written consent of the unanimous vote or consent of the Member(s), sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Company; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Company’s assets; mortgage, pledge or encumber the Company’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Company; lend any Company funds or other assets to any person or entity; establish any reserves for working capital repairs, replacements, improvements or any other purpose; confess a judgment against the Company; settle, compromise or release, discharge or pay any claim, demand or debt, including claims for insurance; approve a merger or consolidation of the Company with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Company. The Member(s) shall receive such sums for compensation as Member(s) of the Company as may be determined from time to time by the affirmative vote or consent of Member(s) holding a majority of the Member(s)’ Percentage Interests.

  • Asset Management Services (i) Real Estate and Related Services:

  • Financial Services The aim of cooperation shall be to achieve closer common rules and standards in areas including the following:

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Management of Company 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs.

  • The Company (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

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