IUC Sample Clauses

IUC. IUC warrants, promises, and covenants that it: (i) has the present right, power and authority to enter into this Agreement; (ii) has the ability, power and authority to grant the rights to THANE as set forth in this Agreement; (iii) will maintain all such rights in full force, including, but not limited to, copyrights, patents, trademarks, and any and all required governmental approvals that currently exist or may exist for the Product for the Term of this Agreement; and (iv) has not and will not knowingly violate any third parties' intellectual property rights. THANE shall have the right to enforce IUC's intellectual property rights, in IUC's name, provided however, that THANE shall not take any action to enforce such rights without the prior written consent of IUC.
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IUC. PG agrees to establish KI as a primary supplier for Classroom, Xxxxxxxxx and Dormitory Lobby/Lounge Furniture.
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IUC shall be the surviving corporation in the IUC Merger and shall be a wholly-owned subsidiary of SWC. Without limiting the generality of the foregoing sentences, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of the IU Merger Sub and IUC shall vest in the surviving corporation, and all debts, liabilities and duties of IUC and IU Merger Sub shall become the debts, liabilities and duties of the surviving corporation (subject to the indemnification provisions of Section 8 of this Agreement). The articles of incorporation and bylaws of IUC, as in effect immediately prior to the Effective Time, shall be the articles of incorporation and bylaws of the surviving corporation until thereafter amended as provided by law and such articles of incorporation or bylaws.
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IUC. PG agrees to furnish within sixty (60) days a complete list of all locations of all subsidiaries, divisions, affiliates, etc. to KI.
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IUC. PG agrees to notify the appropriate parties at all subsidiaries, divisions and affiliates, etc. of the execution of this agreement within sixty (60) days of such execution.
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IUC. PG agrees to notify the appropriate parties at all subsidiaries, divisions, affiliates, etc. of all list price increases.
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Related to IUC

  • 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.

  • 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.

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

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • VALIC (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect: (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the authority to enter into and perform the services contemplated by this Agreement, and (v) will immediately notify the SUB-ADVISER of the occurrence of any event that would disqualify VALIC from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

  • Virus Management Transfer Agent shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within the Transfer Agent environment.

  • Member Management Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

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