LTIP Agreement Conflicts Sample Clauses

LTIP Agreement Conflicts. Except as otherwise provided in Article X and Section 16.03, in the event of any conflict between the terms of this Agreement relating to LTIP Units and any applicable LTIP Agreement, the relevant terms of the LTIP Agreement shall take precedence. The undersigned hereby agree to be bound by all of the terms and provisions of the Second Amended and Restated LLC Agreement of APW OpCo LLC as of the date first set forth above. DIGITAL LANDSCAPE GROUP, INC., as a Member and the Corporation (as Manager) By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President The undersigned hereby agree to be bound by all of the terms and provisions of the Second Amended and Restated LLC Agreement of APW OpCo LLC as of the date first set forth above. JNB GROUP, LLC, as a Member By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Manager The undersigned hereby agree to be bound by all of the terms and provisions of the Second Amended and Restated LLC Agreement of APW OpCo LLC as of the date first set forth above. BB PARTNERS, LLC, as a Member By: Digital Landscape Group, Inc, as Manager with power of attorney set forth in Section 16.01(a) of this Agreement By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President of Manager The undersigned hereby agree to be bound by all of the terms and provisions of the Second Amended and Restated LLC Agreement of APW OpCo LLC as of the date first set forth above. XXXX XXXXXXX XXXXXX, as a Member By: Digital Landscape Group, Inc, as Manager with power of attorney set forth in Section 16.01(a) of this Agreement By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President of Manager The undersigned hereby agree to be bound by all of the terms and provisions of the Second Amended and Restated LLC Agreement of APW OpCo LLC as of the date first set forth above. BB BLAH, LLC, as a Member By: Digital Landscape Group, Inc, as Manager With power of attorney set forth in Section 16.01(a) of this Agreement By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President of Manager The undersigned hereby agree to be bound by all of the terms and provisions of the Second Amended and Restated LLC Agreement of APW OpCo LLC as of the date first set forth above. THE XXXXX X. XXXXXXX FAMILY TRUST, as a Member By: Digital Landscape Group, Inc, as Manager With power of attorney set forth in Section 16.01(a) of this Agreement By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President of Manager The undersigned hereby agree to be bound by all of the terms and p...
Sample 1
AutoNDA by SimpleDocs
LTIP Agreement Conflicts. Except as otherwise provided in Article X and Section 16.03, in the event of any conflict between the terms of this Agreement relating to LTIP Units and any applicable LTIP Agreement, the relevant terms of the LTIP Agreement shall take precedence. The undersigned hereby agree to be bound by all of the terms and provisions of the First Amended and Restated LLC Agreement of APW OpCo LLC as of the date first set forth above. LANDSCAPE ACQUISITION HOLDINGS LIMITED, AS A MEMBER AND THE CORPORATION by /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director The undersigned hereby agree to be bound by all of the terms and provisions of the First Amended and Restated LLC Agreement of APW OpCo LLC as of the date first set forth above. LANDSCAPE ACQUISITION HOLDINGS LIMITED, as a Member and the Corporation By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director JNB GROUP, LLC, as a Member by /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Manager BB Partners, LLC, as a Member /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Member /s/ Xxxx Xxxxxxx Xxxxxx XXXX XXXXXXX XXXXXX, AS A MEMBER BB BLAH, LLC, as a Member /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Member THE XXXXX X. XXXXXXX FAMILY TRUST, as a Member /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Trustee XXXXXX X. XXXXX, as a Member /s/ Xxxxxx X. Xxxxx XXXXX FAMILY FOUNDATION, as a Member /s/ Xxxxxx X. Xxxxx Name: Title:
Sample 1

Related to LTIP Agreement Conflicts

  • Complete Agreement; Conflicts This Agreement, the Notes (if issued), any Requests for Revolving Credit Advance, Requests for Swing Line Advance and Term Loan Rate Requests, and the Loan Documents contain the entire agreement of the parties hereto, superseding all prior agreements, discussions and understandings relating to the subject matter hereof, and none of the parties shall be bound by anything not expressed in writing. In the event of any conflict between the terms of this Agreement and the other Loan Documents, this Agreement shall govern.

  • Entire Agreement; Conflicts THIS AGREEMENT, THE EXHIBITS, SCHEDULES AND APPENDICES HERETO COLLECTIVELY CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT. THERE ARE NO WARRANTIES, REPRESENTATIONS OR OTHER AGREEMENTS AMONG THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, AND NO PARTY SHALL BE BOUND BY OR LIABLE FOR ANY ALLEGED REPRESENTATION, PROMISE, INDUCEMENT OR STATEMENTS OF INTENTION NOT SO SET FORTH. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS AND PROVISIONS OF THIS AGREEMENT AND THE TERMS AND PROVISIONS OF ANY EXHIBIT HERETO; THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL GOVERN AND CONTROL; PROVIDED, HOWEVER, THAT THE INCLUSION IN ANY OF THE EXHIBITS HERETO OF TERMS AND PROVISIONS NOT ADDRESSED IN THIS AGREEMENT SHALL NOT BE DEEMED A CONFLICT, AND ALL SUCH ADDITIONAL PROVISIONS SHALL BE GIVEN FULL FORCE AND EFFECT.

  • Entire Agreement; Conflict This Loan Agreement and the other Loan Instruments executed prior or pursuant hereto constitute the entire agreement among the parties hereto with respect to the transactions contemplated hereby or thereby and supersede any prior agreements, whether written or oral, relating to the subject matter hereof. In the event of a conflict between the terms and conditions set forth herein and the terms and conditions set forth in any other Loan Instrument, the terms and conditions set forth herein shall govern.

  • Xx Conflicts The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTC marketplace (the “OTC MARKETS”) and does not reasonably anticipate that the Common Stock will be delisted by the OTC Markets in the foreseeable future, nor are the Company’s securities “chilled” by DTC. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

  • MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation:

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Retention Agreements The parties agree and acknowledge that the obligations due to each of Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxxxx, Xxx Xxxxx and Xxxxxx X. Xxxxxxxxxx pursuant to the Retention Agreements shall not be due and payable until such amounts are due under such Retention Agreements and that, notwithstanding the foregoing, such amounts shall be deducted from the Aggregate Merger Consideration at the Closing as Company Transaction Expenses and paid by the Surviving Corporation when due under the Retention Agreements. Parent agrees to cause the Surviving Corporation to transmit any amounts deducted from the Effective Date Aggregate Merger Consideration with respect to the Retention Agreements that, after the Closing, no longer will become due or payable in accordance with the terms of the Retention Agreements as determined in good faith by the Surviving Corporation, plus an amount equal to three and 15/100 percent (3.15%) interest compounding annually on the obligations due pursuant to the Retention Agreements (collectively, the “Unused Retention Amount”) to the Stockholders’ Representative for distribution to the Stockholders.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Voluntary Agreement; No Conflicts Executive represents that he is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions of this Agreement will not conflict with or result in the breach by Executive of any agreement to which he is a party or by which he or his properties or assets may be bound.

  • CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE LAWS Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust and Fund. In this connection, the Advisor acknowledges that the Trustees retain ultimate plenary authority over the Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!