PAMC Sample Clauses

PAMC. There are no pending or, to the knowledge of PAMC, threatened legal actions, suits, arbitrations, proceedings, hearings, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, or local jurisdiction or before any arbitrator against PAMC or any of its properties, assets, or businesses (other than the Mesa Assets, ZP-I Assets, and ZP-II Assets), or any of its shareholders, directors, or officers in their capacities as such, or involving any Person for whose acts or defaults PAMC is vicariously liable. PAMC is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge. PAMC has not received notice from any Governmental Entity of any alleged violation of any Laws. There is no action, suit, claim or litigation that PAMC has pending against any other parties.
Sample 1
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PAMC. The PAMC Shareholders and Xxxx Xxxx, jointly and severally, agree to indemnify and hold harmless the Buyer, its Affiliates, and their respective directors, officers, shareholders, subsidiaries, employees, agents, and representatives (each a "Buyer Indemnified Person") from and against any and all liabilities, damages, losses (excluding diminution in value), obligations, actions, suits, proceedings, claims, demands, judgments, settlements, and costs and expenses (including interest, penalties, and reasonable attorneys' fees) (collectively, "Damages") arising out of or resulting from (i) any breach of any representation or warranty in Article III, Article IV, Section 5.3, Section 6.3 or Section 7.3 hereof or (ii) the failure to perform or observe any agreement or covenant required to be performed or observed by PAMC or Xxxx Xxxx in any of the Transaction Documents.
Sample 1
PAMC. The PAMC Shareholders and Alta Mesa, jointly and severally, ---- agree to indxxxxxx xxd hold harmless the Buyer, its Affiliates, and their respective directors, officers, shareholders, subsidiaries, employees, agents, and representatives (each a "Buyer Indemnified Person") from and against any and ------------------------ all liabilities, damages, losses (excluding diminution in value), obligations, actions, suits, proceedings, claims, demands, judgments, settlements, and costs and expenses (including interest, penalties, and reasonable attorneys' fees) (collectively, "Damages") arising out of or resulting from (i) any breach of any ------- representation or warranty in Article III, Article IV, Section 5.3, Section 6.3 ----------- ---------- ----------- ----------- or Section 7.3 hereof or (ii) the failure to perform or observe any agreement or ----------- covenant required to be performed or observed by PAMC or Alta Mesa in any of the Transaction Documents.
Sample 1
PAMC. PAMC shall receive the total Purchase Price less the amounts described in Sections 2.7.1 and 2.7.2 above. -------------- -----
Sample 1

Related to PAMC

  • 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.

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • S&P Standard & Poor’s Ratings Service, a division of The XxXxxx-Xxxx Companies.

  • Shareholder Services Transfer Agent or its agent will investigate all inquiries from Shareholders of a Fund relating to Shareholder accounts and will respond to all communications from Shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Transfer Agent and a Fund. Transfer Agent shall provide each Fund with reports concerning Shareholder inquires and the responses thereto by Transfer Agent, in such form and at such times as are agreed to by the Fund and Transfer Agent.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Comverge Comverge hereby represents and warrants the following:

  • Parent Nothing herein shall be construed to limit or affect any action or inaction by (i) Parent or Merger Sub in accordance with the terms of the Merger Agreement or (ii) any Affiliate, officer, director or direct or indirect equity holder of Parent or Merger Sub acting in his or her capacity as a director or officer of Parent or Merger Sub; provided, however, that this Section 1.11 shall not relieve any such Person from any liability or obligation that he, she or it may have independently of this Agreement or as a consequence of any action or inaction by such Person.

  • IBM Credit may in its sole discretion from time to time decide the amount of credit IBM Credit extends to Customer, notwithstanding any prior course of conduct between IBM Credit and Customer. IBM Credit may combine all of its advances to make one debt owed by Customer.

  • to Buyer Unless and until Buyer shall give written notice to Seller, Custodian and Bank to the contrary, all written notices to Buyer shall be sent to Custodian. For informational purposes, Buyer's address is as follows: 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of ________________. Buyer's telephone is as follows: ______________.

  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

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