POWER GLOVE Sample Clauses

POWER GLOVE. The Company shall transfer to Freedom Multimedia, LLC, a Delaware limited liability company, (the "Power Glove Company") all of its right title and interest in and to the Power Glove product line and associated technology, patents and trademarks (but excluding the television, video, music and similar entertainment rights, `which shall remain in the Company, or be licensed to the Company pursuant to an exclusive, worldwide, royalty-free license). The equity interests in the new entity shall be allocated 43.75% to Seller, 37.5% to Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx and Xxxxx Xxxxxxx (collectively) and 1 8.7 5% to Buyer, it being understood that voting control over Buyer's interest will rest will Seller or Seller's designee. The parties acknowledge that the Company has borrowed $300,000 from its Chase Credit line for development of the Power Glove; upon organization of the Power Glove Company, all cash remaining from such borrowing shall be transferred to the Power Glove Company, and the Power Glove Company shall issue a promissory note to the Company for $300,000, payable upon such terms as the parties may mutually agree, but due in any event within two years of the Closing. In the event that the Power Glove Company shall cease operations or development for a period of more than six months, the members shall cause the Power Glove Company to use best efforts to sell its assets and the first $300,000 raised from such sale shall be utilized to repay its promissory note to the Company. The parties shall negotiate in good faith with respect to the terms of the organization of the Power Glove Company. The operating agreement for the Power Glove Company shall provide that the members shall have the option (exercisable within 10 days) to avoid dilution of their equity percentages in the Power Glove Company by investing additional capital on the same basis (at the same price per percentage interest) as is offered to new third party investors. Furthermore, if the assets or business (or capital stock) of Up Up & Away America, Inc. are merged into or contributed to the Power Glove Company as part of the financing of such company, there will be an independent valuation made of such assets or stock, and the owners of the shares of Up Up & Away, Inc. shall receive additional percentage interests in the Power Glove Company based upon such valuation.
Sample 1
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Related to POWER GLOVE

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

  • Power; Authority It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

  • Limited Liability Company Existence (a) During the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Organization; Corporate Power It is duly incorporated and validly existing under the laws of the jurisdiction of its organization, and has all necessary power and authority to execute and deliver this Amendment and to consummate the transactions contemplated by the Sponsors' Support Agreement, as amended hereby;

  • Limited Liability Company The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

  • HORIZONR Gateway HORIZONR Gateway provides customers with the ability to (i) generate reports using information maintained on the Multicurrency HORIZONR Accounting System which may be viewed or printed at the customer’s location; (ii) extract and download data from the Multicurrency HORIZONR Accounting System; and (iii) access previous day and historical data. The following information which may be accessed for these purposes: 1) holdings; 2) holdings pricing; 3) transactions, 4) open trades; 5) income; 6) general ledger and 7) cash.

  • Limited Liability Company Interests Interests in the Company shall be represented by Units, or such other Equity Securities in the Company, or such other Company securities, in each case as the Managing Member may establish in its sole discretion in accordance with the terms hereof. As of the date hereof, the Units are comprised of one Class: “Class A Units”.

  • Organization, Corporate Power and Licenses The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation described above and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its subsidiaries taken as a whole. The Company possesses all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of any existing Stock Purchase Agreements and the Stockholders Agreements and the Company's charter documents and bylaws which have been furnished to Purchaser or the Purchaser's special counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

  • Cellular Phone Employer shall provide Employee with a cellular phone for his use in performing his responsibilities with Employer. In the alternative, Employer shall pay Employee’s cellular phone expense.

  • IMCO IMCO represents and warrants to MFS that (i) the retention of MFS by IMCO as contemplated by this Agreement is authorized by the respective governing documents of the Trust and IMCO; (ii) the execution, delivery and performance of each of this Agreement and the Investment Advisory Agreement does not violate any obligation by which the Trust or IMCO or their respective property is bound, whether arising by contract, operation of law or otherwise; (iii) each of this Agreement and the Investment Advisory Agreement has been duly authorized by appropriate action of the Trust and IMCO and when executed and delivered by IMCO will be a legal, valid and binding obligation of the Trust and IMCO, enforceable against the Trust and IMCO in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) IMCO is registered as an investment adviser under the Advisers Act; (v) IMCO has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that IMCO and certain of its employees, officers and directors are subject to reporting requirements thereunder; (vi) IMCO is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; and (vii) IMCO will promptly notify MFS of the occurrence of any event that would disqualify IMCO from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

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