OPERATED INTERESTS Sample Clauses

OPERATED INTERESTS. Purchaser shall advise Seller of any Adverse Environmental Condition (as defined herein) related to the Interests which are operated by Seller and provide evidence thereof not later than ten (10) days prior to the Closing. If Purchaser in conducting its environmental due diligence discovers a condition which indicates that an Adverse Environmental Condition might exist on a property, Purchaser shall have the option to delay the Closing for the affected property for 30 days to allow Purchaser additional time to fully substantiate the existence of an Adverse Environmental Condition. Such extension shall not delay the Closing for other properties in accordance with the terms of this Agreement. Except as provided below, Seller, after the Closing, at its sole cost, shall remedy such Adverse Environmental Condition(s), individually or in the aggregate, to the reasonable satisfaction of Purchaser and Seller and in accordance with applicable Environmental Laws (as defined herein) in effect as of the Effective Time unless Seller and Purchaser otherwise agree to either (a) adjust the Sale Price by an amount agreed upon by Seller and Purchaser to be the value of such Adverse Environmental Condition in which case the Interest subject to the Adverse Environmental Condition shall be conveyed to the Purchaser and Purchaser shall assume all liabilities associated with the Adverse Environmental Condition asserted against such interest or (b) exclude the Interest subject to the Adverse Environmental Condition from the sale and reduce the Sale Price by the amount allocated to such interest in Exhibit "B". If the Parties are unable to agree to a course of action with respect to such Adverse Environmental Condition(s) then the Interests subject to such Adverse Environmental Condition(s) shall be excluded from the Sale pursuant to 20.01(b) above. As for Interests containing Adverse Environmental Condition(s) that are conveyed to and accepted by Purchaser that Seller undertakes to remedy, Seller shall indemnify, save, discharge, release and hold Purchaser harmless against all penalties, fines, cleanup or remediation liabilities, claims, demands and causes of action, resulting from the remediation of, or the failure to, fully and completely perform the remediation of the Adverse Environmental Condition(s) in accordance with applicable Environmental Laws. Seller agrees that it will exercise all reasonable efforts and diligence to complete any required environmental cleanup and rem...
Sample 1
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Related to OPERATED INTERESTS

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Ownership Interests Borrower owns no interest in any Person other than the Persons listed in SCHEDULE 6.4, equity investments in Persons not constituting Subsidiaries permitted under SECTION 8.7 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 7.19.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Leasehold Interests Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, is a valid and subsisting agreement without any default of the Company thereunder and, to the best of the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any other party thereto. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against the Company adverse to its rights in such leasehold interests.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Dual Interests It is understood that some person or persons may be directors, officers, or shareholders of both the Fund and Price Associates (including Price Associates’ affiliates), and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided by a specific provision of applicable law.

  • Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

  • Real Property Interests Except for leasehold interests disclosed on Schedule 3.20, and except for the ownership or other interests set forth on Schedule 3.20, no Credit Party has, as of the Closing Date, any ownership, leasehold or other interest in real property. Schedule 3.20 sets forth, with respect to each parcel of real estate owned by any Credit Party as of the Closing Date, the address and legal description of such parcel.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

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