Operation of Twin Peak Sample Clauses

Operation of Twin Peak. The Transferee warrants that between the issuance date of the New Business License and the Third Closing Date, unless otherwise set forth in this Agreement, it will cause the Company to be operated in the normal course of business, and it will not arbitrarily or unduly restrain the operations of the Company. For such purpose, the Transferee shall provide to the Company sufficient capital to ensure the normal operation of the Company, and shall provide to the Company the parts and raw materials required for the production of the accelerator tubes in compliance with the components and specifications identified in the Procurement Specification — Twin Peak Linac 102085 provided by the Transferee (the “Procurement Specification”) (hereinafter the “SF6 Linac”). The Transferee specifically warrants that, it shall not take any action that would reasonably be expected to cause any of the conditions to the payment of the Second Installment set forth in Section 7.3 or any conditions to the payment of the Third Installment set forth in Section 7.4 not to be satisfied. In addition, until the Third Closing Date the Transferee will not manufacture the SF6 Linacs in a facility other than the Longtan Facility, unless actual or anticipated interruptions or obstructions impede its ability to efficiently and effectively manufacture the SF6 Linacs in a cost-effective manner at the Longtan Facility. Such interruptions or obstructions could include unavailability of or substantial damage to the Longtan Facility, prolonged labor strike, unavailability and/or loss of key employees of the Company at the Longtan Facility, failure of the Transferors to provide technical training as required herein, infringement of the Company’s IPRs or the Intellectual Property Rights of others, prolonged suspension of the operation of the Company at the Longtan Facility due to reasons not attributable to the Company. However, notwithstanding the foregoing and anything to the contrary in this Agreement, after the Second Closing Date, if the Transferee, in its sole discretion, determines that the Longtan Facility is not appropriate for the Company to manufacture the SF6 Linacs, the Transferee shall be entitled to cause the Company to move from the Longtan Facility and manufacture the SF6 Linacs at any other place.
Sample 1
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Operation of Twin Peak. The Transferee warrants that between the issuance date of the New Business License and the Third Closing Date it will cause the Company to be operated in the normal course of business, and it will not arbitrarily or unduly restrain the operations of the Company. For such purpose, the Transferee shall provide to the Company sufficient capital to ensure the normal operation of the Company, and shall provide to the Company the parts and raw materials required for the production of the accelerator tubes in compliance with the components and specifications identified in the Procurement Specification — Twin Peak Linac 102085 provided by the Transferee (the “Procurement Specification”) (hereinafter the “SF6 Linac”). The Transferee specifically warrants that, it shall not take any action that would reasonably be expected to cause any of the conditions to the payment of the Second Installment set forth in Section 7.2 or any conditions to the payment of the Third Installment set forth in Section 7.3 not to be satisfied. In addition, until the Third Closing Date the Transferee will not manufacture the SF6 Linacs in a facility other than the Longtan Facility, unless actual or anticipated interruptions or obstructions prohibit it from manufacturing in the ordinary course at the Longtan Facility. Such interruptions or obstructions could include unavailability of or substantial damage to the Longtan Facility, prolonged labor strike, unavailability and/or loss of key employees of the Company at the Longtan Facility, failure of the Transferors to provide technical training as required herein, infringement of the Company’s IPRs or the Intellectual Property Rights of others, prolonged suspension of the operation of the Company at the Longtan Facility due to reasons not attributable to the Company.
Sample 1

Related to Operation of Twin Peak

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Operation of Parent’s Business (a) Except as set forth on Section 4.1 of the Parent Disclosure Schedule, as expressly permitted by this Agreement, as required by applicable Law or unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time (the “Pre-Closing Period”) each of Parent and the Merger Sub shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws (including maintaining compliance in all material respects with the applicable listing and governance rules and regulations of Nasdaq) and the requirements of all Contracts that constitute Parent Material Contracts.

  • Operation of the Company Each Party agrees to take all actions necessary to ensure that the Company shall be operated in accordance with the terms of this Agreement and the other Transaction Agreements, including, without limitation, to vote all Securities held by it (and to cause all Securities held by any of its Affiliates and permitted transferees under Section 13 to be voted) to effect the terms hereof.

  • Acquisition of the Company Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for

  • Operation of Business Each of Borrower and its Subsidiaries possesses all licenses, permits, consents, authorizations, franchises, patents, copyrights, trademarks, and trade names, or rights thereto, necessary to conduct its respective businesses substantially as now conducted and as presently proposed to be conducted, and neither Borrower nor any of its Subsidiaries is in violation of any valid rights of others with respect to any of the foregoing which could result in a Material Adverse Event.

  • Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Management and Operation of Business 37 6.1 Management...................................................................................37 6.2 Certificate of Limited Partnership...........................................................38 6.3 Restrictions on General Partner's Authority..................................................38 6.4 Reimbursement of the General Partner.........................................................39 6.5

  • Change in Ownership of a Substantial Portion of the Company’s Assets A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

  • Operation of the Escrow (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:

  • Disclosure by Operation of Law If either party is requested to disclose all or any part of any Confidential Information under a subpoena, or inquiry issued by a court of competent jurisdiction or by a judicial or administrative agency or legislative body or committee, such party shall (i) to the extent permitted by law, promptly notify the other party of the existence, terms and circumstances surrounding such request; (ii) consult with the other party on the advisability of taking legally available steps to resist or narrow such request and cooperate with such Party on any steps it considers advisable; and (iii) if disclosure of the Confidential Information is required or deemed advisable, exercise commercially reasonable efforts to obtain an order, stipulation or other reliable assurance that confidential treatment shall be accorded to such portion of the Confidential Information to be disclosed. Each party shall reimburse the other party for reasonable legal fees and expenses incurred in connection with such party’s effort to comply with this section.

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