New Talisman Sample Clauses

New Talisman. If New Talisman has been formed prior to the Closing and can reasonably demonstrate to ebank that it has received ownership of all of Talisman's technology which is the subject of the Talisman License Agreement and related assets, and has been assigned all material contracts and relationships relating to Talisman's technology (including the commitment of Compaq Computer Corporation or one of its Affiliates to contribute cash, services, or other consideration with an equivalent value of at least $20 million U.S. in exchange for approximately 5% of Talisman's (or New Talisman's) common shares), then Talisman may assign, and ebank consents to the assignment of, this Agreement to New Talisman, and New Talisman shall be responsible for all of the obligations of and shall be entitled to all of the rights of Talisman hereunder, including but not limited to the following: the Talisman Shares shall be issued to New Talisman; the ebank Shares shall be newly issued shares of New Talisman rather than Talisman; New Talisman shall enter into all of the other Transaction Documents at the Closing; the documents to be delivered by ebank to Talisman hereunder shall be delivered to and be reasonably acceptable to New Talisman; New Talisman shall execute a document at Closing making representations and warranties regarding New Talisman substantially the same as those made by Talisman in Section 6 below.
Sample 1
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Related to New Talisman

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  • Project Management With respect to each Project Plan, each party will appoint a project manager who will be the party responsible for overseeing the Project Plan.

  • Construction Management Landlord or its Affiliate or agent shall supervise the Work, make disbursements required to be made to the contractor, and act as a liaison between the contractor and Tenant and coordinate the relationship between the Work, the Building and the Building’s Systems. In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to three percent (3%) of Tenant’s Costs specified in Section 7.

  • Year 2000 Compatibility Borrower shall take all action necessary to assure that Borrower's computer based systems are able to operate and effectively process data including dates on and after January 1, 2000. At the request of Bank, Borrower shall provide Bank assurance acceptable to Bank of Borrower's Year 2000 compatibility.

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  • Project Manager Project Management Advisors, Inc., or any other project manager designated by Landlord in its reasonable discretion from time to time to act in a supervisory, oversight, project management or other similar capacity on behalf of Landlord in connection with the design and/or construction of the Tenant Improvements.

  • System and Data Access Services a.System. Subject to the terms and conditions of this Addendum and solely for the purpose of providing access to Fund Data as set forth herein, State Street hereby agrees to provide the Fund, or certain third parties approved by State Street that serve as the Fund`s investment advisors, investment managers or fund accountants (the "Fund Accountants") or as the Fund`s independent auditors (the "Auditor"), with access to State Street`s Multicurrency HORIZONR Accounting System and the other information systems described in Attachment A (collectively, the "System") on a remote basis solely on the computer hardware, system software and telecommunication links described in Attachment B (the "Designated Configuration") or on any designated substitute or back-up equipment configuration consented to in writing by State Street, such consent not to be unreasonably withheld.

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  • Contractor A contractor designated by Landlord (the “Contractor”) shall perform the Tenant Improvement Work. In addition, Landlord may select and/or approve of any subcontractors, mechanics and materialmen used in connection with the performance of the Tenant Improvement Work.

  • Transportation Management Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities.

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