Key Principals Sample Clauses

Key Principals. The definitions of “Key Principals” and “Borrower Representative” and all references to such terms in the Loan Agreement are hereby deleted in their entirety.
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Key Principals. Xxxxx X. Xxxxxxxx, Xxxxxxxx Xxxxxx and Xxxxxxxx X’Xxxxxx. Leases: all leases and other agreements or arrangements heretofore or hereafter entered into affecting the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Property or the Improvements, including any guarantees, extensions, renewals, modifications or amendments thereof and all additional remainders, reversions and other rights and estates appurtenant thereunder.
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Key Principals s/ Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx /s/ Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx The exhibits and schedules to the Asset Purchase Agreement are listed below. Upon request, Warwick Valley Telephone Company will furnish supplementally a copy of any schedule or exhibit to the Securities and Exchange Commission.
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Key Principals. Xxxxxx X. Xxxxxxxx, III, an individual, hereby covenants that he shall at all times during the term of this Agreement, if alive, be an active member of Solomon and collectively hold at least a fifty-one percent (51%) equity interest in Solomon and maintain decision making control with respect to Solomon, unless Owner consents to a lesser interest, which consent may be granted or withheld in Owner’s sole and absolute discretion. Notwithstanding the foregoing, in the event that Xxxxxx X. Xxxxxxxx, III elects to sell, assign or otherwise transfer any of his interest in Solomon, such that he no longer holds at least a fifty-one percent (51%) equity interest in Solomon or does not maintain decision making control over Solomon, then Owner shall not unreasonably withhold its consent to such sale, assignment or transfer provided (a) no uncured Event of Default by Solomon then exists, (b) Xxxxxx X. Xxxxxxxx, III gives Landlord prior written notice of such sale or assignment, (c) such purchaser, assignee, or transferee shall be a natural person who shall hold and maintain decision making control with respect to Solomon, (d) such assignee, transferee or purchaser has the same or greater financial net worth as Xxxxxx X. Xxxxxxxx, III (e) such assignee, transferee or purchaser has a demonstrated history of developing facilities comparable to the Project in the State of Georgia, (f) such assignee, transferee or purchaser is not, in Owner’s reasonable discretion, a person known in the community as being of bad moral character, or who has been convicted of a felony in any state or federal court, (g) such assignee, transferee or purchaser is not currently in default with respect to any agreement with Owner or affiliate or subsidiary of Owner, and (h) such assignee, transferee or purchaser, or any entity owned or affiliated with such person, is not currently involved in any dispute and/or litigation with Owner or any of its affiliates or subsidiaries. If all conditions (a) through (h) above are satisfied, then Xxxxxx X. Xxxxxxxx, III shall be released of any further liabilities or obligations under this Agreement. Any sale, assignment or transfer of Xxxxxx X. Xxxxxxxx, III’s interest in Solomon without the prior written consent of Owner shall be voidable at Owner’s option.
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Key Principals. Key Principal Notice Address Percentage ---------------------------------------------------------------------------------------------------------------------------------- Whitehall LP 85 Broad Street 00.0% Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxx Xxxxxxxxx Officer Fax: 212-357-5505 ---------------------------------------------------------------------------------------------------------------------------------- Rockefeller c/o Richard E. Salomon 0.0000% Room 5600 30 Rockefeller Plaza New Yorx, Xxx Xxxx 00000 Xxx: 000-000-0000 with a copy to: Milbank Tweed Hadley & McCloy One Chase Manhattan Pxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxx: Xxxxx Xxxxxx Fax: 212-530-5200 ---------------------------------------------------------------------------------------------------------------------------------- Tishman Speyer 520 Madison Avenue 0.0000% Xxx Xxxx, Xxx Xxxx 00000 Xxxx: Xxxxx X. Xxxxxx Fax: 212-319-0000 with a copy to: Davis Polk & Wardwell 450 Lexxxxxxx Xxenux New Yorx, Xxx Xxxx 00000 Xxxx: Xxxxxx X. Xxxx, Xx. Fax: 212-000-0000 ----------------------------------------------------------------------------------------------------------------------------------
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Key Principals. Xxxxxx Xxxxxxxxx.
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Key Principals. While further analysis and community input will be necessary to determine the precise nature (i.e., whether it is a community foundation, a public benefit corporation, etc.) and the role of the BVHP Representative Entity, as well as its relationship to the Agency, the BVHP Representative Entity will be formed according to the following key principles: (a) The governing body will have meaningful community representation, with members recruited and selected through an open and fair public process; (b) As a quasi-public body, the BVHP Representative Entity will operate in conformance with all applicable laws and regulations governing conflicts of interest and open public meetings; (c) The BVHP Representative Entity will be charged with making recommendations that ensure the BVHP Area and not just a few individuals benefit from the use of the Agency’s net land sale proceeds; (d) Transparency and public accountability will necessarily guide all operations and actions of the BVHP Representative Entity; (e) Use of funds will focus on building the capacity of existing community-based entities wherever possible; and (f) Use of funds will be geared towards leveraging additional outside sources of funds to the maximum extent possible.
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Key Principals. If any Key Principal (or any replacement(s) approved by Värde in writing, which approval shall not be unreasonably withheld, conditioned or delayed) shall fail to have a material managerial or administrative role in the transactions contemplated by this Agreement.
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Related to Key Principals

  • Principals The insurer will indemnify any principal of the insured, where requested by the insured, but only to the extent that liability arises solely out of recreational water sports for the principal by or on behalf of the insured and provided that: a) the principal shall as though he were the insured observe, fulfil and be subject to the terms and conditions of this policy in so far as they can apply; and b) the insurer’s liability under this clause shall in no way operate to increase the limit of indemnity; and c) the principal is not indemnified under any other insurance or in any other way.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Information Concerning the Fund and SubAdviser From time to time as the Adviser or the Fund may request, the SubAdviser will furnish the requesting party information and reports on portfolio transactions and reports on Fund assets held in the portfolio, all in such detail, form and frequency as the Adviser or the Fund may reasonably request. The SubAdviser will also provide the Adviser with notice and analysis of events that may affect or relate to the valuation of the Fund’s portfolio.

  • Company Not an “Investment Company The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. (b) Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • About us The Newfoundland and Labrador Centre for Health Information (the Centre) was established by the Government of Newfoundland and Labrador to provide quality information to health professionals, the public, researchers, and health system decision-makers. Through collaboration with the health system, the Centre supports the development of data and technical standards and maintains key health databases, prepares and distributes health reports and supports and carries out applied health research and evaluations. The Centre’s mandate also includes responsibility for the provincial Electronic Health Record. The Centre is a crown agency governed by a board of directors appointed by Lieutenant- Governor-in- Council and is managed by a president & chief executive officer.

  • Equity Ownership All issued and outstanding Capital Securities of the Borrower and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Bank, if any. As of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of the Borrower and each of its Subsidiaries.

  • Investment Adviser and Investment Sub-Adviser The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, employee, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees. The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

  • Certain Obligations Respecting Subsidiaries Further Assurances (a) Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that any Obligor or any of its Domestic Subsidiaries shall form or acquire any new Subsidiary, such Obligor will (or will cause such Subsidiary to) no later than within 60 days of such formation or acquisition: (i) cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” hereunder pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Domestic Subsidiary to take such action (including joining the Security Agreement, delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Priority Liens) Liens on substantially all of the personal property of such new Domestic Subsidiary as collateral security for the obligations of such new Domestic Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all outstanding issued shares of such Subsidiary if it is a Domestic Subsidiary or 65% of the issued shares of such Subsidiary if it is a Foreign Subsidiary, to the extent not prohibited or otherwise restricted by applicable law; (iv) with respect to any Subsidiary, deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Lender shall have requested; and (v) shall cause each new Subsidiary to become party to the Intercompany Subordination Agreement. (b) Such Obligor will, and will cause each of its Subsidiaries to, take such action from time to time as shall reasonably be requested by the Lender to effectuate the purposes and objectives of this Agreement. Without limiting the generality of the foregoing, each Obligor will, and will cause each Person that is required to be a Subsidiary Guarantor to, take such action from time to time (including executing and delivering such assignments, security agreements, control agreements and other instruments) as shall be reasonably requested by the Collateral Agent to create, in favor of the Collateral Agent, for the benefit of the Secured Parties, perfected security interests and Liens in substantially all of the personal property of such Obligor and its Subsidiaries as collateral security for the Obligations; provided that any such security interest or Lien shall be subject to the relevant requirements of the Security Documents.

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