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. (i) is a sophisticated investor with respect to the sale of the Shares, and (ii) has independently and without reliance upon Buyer, and based on such information as Heartland has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Heartland has relied upon Buyer's express representations and warranties contained in Section 2 of this Agreement. Heartland acknowledges that Buyer has not given Heartland any investment advice, credit information, or opinion on whether the sale of the Shares is prudent.
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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. 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. 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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Heartland. The precise form of this transaction will be as set forth in the ACQUISITION CONTRACT.
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Heartland. Heartland shall perform the following obligations as drilling contractor: (A) Subject to compliance by FEIPCO and the Company with the provisions hereof, Heartland shall perform such duties and responsibilities: (i) as are customarily assigned to a drilling contractor in accordance with oilfield practices in the oil and gas industry, and (ii) as are otherwise set out in the SOC Contract.
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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 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: (a) Representations and Warranties at Effective Time. Each of the representations and warranties of Blue River with respect to itself and the Blue River Subsidiaries contained in this Agreement shall, subject to the Blue River Disclosure Standard, be true and correct at and as of the Closing Date (unless such representation and warranty specifically speaks as of any other time, in which event such representation and warranty shall be true and correct as of such other time) as though such representations and warranties had been made or given on and as of the Closing Date, subject to such exceptions as do not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect upon Blue River, and Heartland shall have received a certificate signed on behalf of Blue River by the Chief Executive Officer and the Chief Financial Officer of Blue River to such effect.
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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.

  • 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.

  • OASIS The ISO shall maintain the OASIS for the New York Control Area.

  • Asset Management Services (i) Real Estate and Related Services: (a) Investigate, select and, on behalf of the Company, engage and conduct business with (including enter contracts with) such Persons as the Advisor deems necessary to the proper performance of its obligations as set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services; (b) Negotiate and service the Company’s debt facilities and other financings; (c) Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates) where appropriate, concerning the value of investments of the Company; (d) Monitor and evaluate the performance of each asset of the Company and the Company’s overall portfolio of assets, provide daily management services to the Company and perform and supervise the various management and operational functions related to the Company’s investments; (e) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Properties, Loans and other Permitted Investments on an overall portfolio basis; (f) Consult with the Company’s officers and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; (g) Oversee the performance by the Property Managers of their duties, including collection and proper deposits of rental payments and payment of Property expenses and maintenance; (h) Conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of the Property Managers; (i) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each Property Manager and aggregate these property budgets into the Company’s overall budget; (j) Coordinate and manage relationships between the Company and any co-venturers or partners; and (k) Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential asset dispositions, sales and refinancings. (ii) Accounting and Other Administrative Services: (a) Provide the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (b) From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this Agreement; (c) Make reports to the Conflicts Committee each quarter of the investments that have been made by other programs sponsored by the Advisor or any of its Affiliates, including KBS Realty Advisors LLC, as well as any investments that have been made by the Advisor or any of its Affiliates directly; (d) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations; (e) Provide financial and operational planning services; (f) Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency; (g) Maintain and preserve all appropriate books and records of the Company; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the dividend process and payments to Stockholders; (k) Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (l) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (m) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (n) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

  • Modern Slavery You hereby affirm your compliance with the Modern Slavery Xxx 0000 and associated guidance. You confirm (a) that you have read, are familiar with and shall not perform an act or omission which is in contravention with, the letter or spirit of the Act; and (b) you carry out regular, meaningful and comprehensive due diligence procedures and have internal policies in place to address any suspected human rights abuse in your business and Group where applicable.

  • HOSPITALITY Purchaser is to provide the location , name and address of the closest significant children’s entertainment complex and/or educational facility.

  • 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. 5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members. 5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

  • 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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