Keystone Sample Clauses

Keystone. Such opinions shall also include an opinion that, upon consummation of the Founding Company Mergers or the Keystone Merger, as the case may be, all outstanding shares of capital stock of the Founding Company that is the subject of the opinion or Keystone, as the case may be, will be owned by the Company free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature, and to such counsel's knowledge, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into any shares of capital stock of or other ownership interest in such Founding Company or Keystone will be outstanding.
Sample 1
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Keystone. Buyer and 3729 Indy, LLC shall use their Best Efforts to enter into a Separate PA for the purchase of the Assets of Keystone; which shall provide, among other provisions, that:.(i) the Assets of Keystone must transferred free of all mechanics liens, claims or Encumbrances, claims or lawsuits against Seller, and any other Liabilities; and (ii) GCFB and Buyer’s bank must approve such transaction and provide financing for the same on terms satisfactory to Buyer. Buyer may terminate the Separate PA for Keystone if such approval is not obtained. Further as set forth inAmendment No. 1 to the Agreement, (iii) Buyer, 3720 Indy, LLC and the landlord for the lease of the Keystone Restaurant premises must enter into a lease assignment and assumption agreement, whereby Buyer will assume such lease effective upon the Closing (ii) the liquor license for Keystone issued by the Indiana Alcohol and Tobacco Commission (“ATC”) to 3720 Indy, LLC shall be in full force and effect and upon signing and Closing and shall be held by the ATC, pending the approval of the issuance of the license to Buyer by the ATC; (iv) Seller will cooperate with Buyer and use its Best Efforts to assist Buyer in obtaining all necessary licenses that are required to operate Keystone as a bar and restaurant; (v) Seller and Buyer shall enter into a management agreement for the operation of Keystone, pending approval of the transfer of the liquor license therefor by the ATC, on such terms as Buyer and Seller shall agree. Subject to the foregoing, Buyer will waive the requirement that a liquor license for Keystone be issued to Buyer or approved as of the Closing Date.
Sample 1
Keystone. Upon the Closing of the purchase of the Keystone Assets, Buyer and the Selling Parties Representative shall jointly instruct the Escrow Agent in writing of the amount to be disbursed to 3720 Indy, LLC.
Sample 1
Keystone. Keystone, as general partner on behalf of TransCanada Keystone Pipeline Limited Partnership (the “Limited Partnership”), represents and warrants that: (i) it owns the Tank Facilities, (ii) the performance by Keystone of its obligations hereunder has been duly authorized by all necessary corporate action, (iii) this Lease has been duly executed and delivered on its behalf and (iv) the Limited Partnership is a “Canadian partnership” as defined in the Income Tax Act (Canada). In the event that the Limited Partnership’s residency status under the Income Tax Act (Canada) changes such that it is no longer a “Canadian partnership” thereunder, Keystone shall provide Notice to Lessee within 30 days of such status change.
Sample 1

Related to Keystone

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • 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.

  • Holding Companies (a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, the ABL Loan Documents, the Second Lien Loan Documents, any Specified Refinancing Debt or any Specified Second Lien Refinancing Debt, (ii) incur any Indebtedness (other than (x) the First Lien Obligations, the ABL Obligations and the Second Lien Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n), (s), (t), (u) or (v)), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, any ABL Loan Document or any Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02) or (y) Investments of the type permitted by Section 7.02(a), (b), (h), (k) or (m).

  • 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.

  • Western will as requested by the Manager oversee the maintenance of all books and records with respect to the investment transactions of the Fund in accordance with all applicable federal and state laws and regulations, and will furnish the Directors with such periodic and special reports as the Directors or the Manager reasonably may request.

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • 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.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

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