Specific Transactions. Without limiting the generality of the foregoing, it is hereby acknowledged and agreed that the Manager shall be permitted to bargain for and accept the following transactions connected with the business of the Company, subject to the terms of any other agreement among the Members.
Specific Transactions. (i) No Material Event shall have occurred on or after the date of this Agreement, and (ii) no Material Event is pending.
Specific Transactions. Without limiting the generality of the foregoing, it is hereby acknowledged and agreed that the General Partner shall be permitted to bargain for and accept the following transactions connected with the business of the Partnership, subject to the terms of any other agreement among the Limited Partners.
Specific Transactions. 1. Attached as Schedule IV.C.1. hereto are descriptions of certain specific transactions heretofore conducted by WCE and Limited Partnerships. There will be no adjustments to any Merger Consideration as a result of any transaction so described.
2. Each Limited Partnership which is a member of W-C Energy, Ltd., a Texas limited partnership, will withdraw from W-C Energy, Ltd. and will transfer and assign to an entity or entities designated by it, all of the properties and assets distributed to it from W-C Energy, Ltd., free and clear of this Agreement.
3. WC 98 and XX 0000 will sell, transfer, assign and convey to XXXX-XXXXXX PARTNERS I, LTD., a Texas limited partnership, without warranty of title, express or implied, an undivided one-fourth (1/4) interest in and to all of the rights, titles and interests now owned or claimed by them in oil, gas and minerals and oil, gas and mineral leases and leasehold assets in and under lands within the Arkoma Block, for such consideration as they may deem proper.
4. Those Limited Partnerships which own Properties in such lands will enter into and execute joint operating agreements with Xxxx-Xxxxxx Partners I, Ltd. of the form attached as Appendix VII-A hereto, covering all of the rights, titles and interests now owned or claimed by any of them in and to the lands described on the schedule attached as Appendix IV hereto (the "Exploration Areas"), insofar, and only insofar, as such rights, titles and interests cover and relate to the specific geologic intervals, zones or formations described on such Appendix IV.
Specific Transactions. 1. It is agreed that WCE shall effect the following at or prior to the Closing:
(a) The distribution to the parties entitled to receive the same of all sums now or hereafter held by it for the benefit of the General Partners identified in the Partnerships Merger Agreement as set forth on Schedule IV.B.1.(a). attached hereto.
(b) The resignation by WCE as general partner of W-C Energy, Ltd., a Texas limited partnership, and the withdrawal of WCE from such limited partnership or the transfer of its interest in such limited partnership to an entity designated by STOCKHOLDERS.
(c) The transfer and delivery to STOCKHOLDERS or such entity as they may designate of the following assets:
(i) All furniture, fixtures, and furnishings (including specifically all computers, software, and communication equipment) in the offices of WCE at 0000 X. Xxxxx Xxxxxxx, Xxxxx, Xxxxx 00000;
(ii) the following motor vehicles: (A) 1994 Lexus GS 300 I.D. #XX0XX00X0X0000000; License #S85P22 In Plano, Texas (B) 2001 Ford XLT Supercab Pickup I.D. #0XXXX00X00XX00000; License #6B2K85 In Plano, Texas
(iii) the following depository or investments accounts with Union Bank of California, N.A., and the sums on deposit therein or assets thereof:
(A) Demand Deposit Account Number 4560000249;
(B) Investment Account Number 793645; and
(C) Lockbox Number 51482,
(iv) Demand Deposit Account Number 0084721573 at Compass Bank, and the sum on deposit therein;
(v) Demand Deposit Account Number 00000000 at Compass Bank, and the sum on deposit therein;
(vi) Safe Deposit Box Number 606, at Compass Bank, in Plano, Texas, and the contents thereof;
(vii) all accounts receivable by WCE, including specifically accounts owing by entities which are affiliated with it (including the Partnerships named in the Partnerships Merger Agreement); and
(viii) all Texas Stadium Bonds issued by the City of Irving, Texas, and the seat and ticket options associated therewith; or the sale of such assets and the distribution of the proceeds of such sales to STOCKHOLDERS or such entity as they may designate.
(d) The grant, transfer, assignment and conveyance to STOCKHOLDERS or their designee of the oil and gas properties and interests included in the WCE Excluded Assets and any other oil and gas properties and interests acquired by WCE pursuant to the Agreement and Plan of Merger dated December 5, 2000, between it and Wild Card Natural Resources, Inc.
(e) Such other and further acts as are necessary to vest in STOCKHOLDERS or thei...
Specific Transactions. 11 Section 3.7 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE IV RIGHTS AND STATUS OF LIMITED PARTNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 4.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 4.2 Liability of the Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Specific Transactions. 7.1 To the extent contemplated by the Prospectus and subject to this Agreement, the Investment Manager may:
(A) effect transactions in Investments the prices of which may be stabilised;
(B) arrange or effect transactions in futures and/or contracts for differences and/or in options thereon, and/or transactions in options other than options on futures or contracts for differences. The Investment Manager may debit the Portfolio with any sums required to pay or supplement any deposit or margin in support of any such transaction. The investment Manager may exercise its discretion in managing the Portfolio to settle or close out outstanding obligations without reference to the Fund or the Master Fund;
(C) arrange or effect transactions in Investments which are not readily realisable Investments.
Specific Transactions. Provided no default has occurred and is continuing under this Lease, upon ten (10) business days prior written notice to Landlord (which notice shall also include detailed information as to the net worth immediately prior to such assignment of both the proposed assignee or successor entity and the Tenant), Tenant may, without Landlord's prior written consent, assign this Lease to an entity into which Tenant is merged or consolidated or to an entity to which substantially all of Tenant's assets are transferred, provided the assignee or successor entity (a "Related Assignee") has a net worth at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer. The rights of Tenant set forth in Sections 34, 35, 36 and 38 below shall inure to the benefit of a Related Assignee. Landlord may withhold its consent to an assignment or sublease if Tenant is in default under the Lease, or if the proposed assignee or subtenant is a tenant in the Project or an affiliate of such a tenant. In the case of a proposed sublease where such sublease will not cause the aggregate subleased rentable square footage to exceed 22,707 rentable square feet, Landlord may otherwise withhold its consent only on the basis of the character of the proposed subtenant or the use which the proposed subtenant intends to make of the Premises, in all other cases, Landlord may withhold consent in its sole discretion.
Specific Transactions. Seller shall, unless otherwise consented to by Buyer, which consent shall not be unreasonably withheld:
(a) refrain from making any material change in any of its existing contracts or commitments pertaining to the Business, except as such changes occur in the ordinary course of business;
(b) except as otherwise directed by Buyer in writing and without making any commitment on Buyer’s behalf, keep available the services of its officers, employees and agents and maintain its relations and goodwill with suppliers, customers, employees, agents and others having business relationships with the Business with such obligation ending as of the Closing Date;
(c) refrain from subjecting any of the Purchased Assets, to any lien, encumbrance, security interest or other claim of any kind other than encumbrances described in Schedule 4.06;
(d) refrain from selling, assigning, transferring or otherwise disposing of any of the Purchased Assets, except for sales of inventory in the ordinary course of business;
(e) refrain from modifying, amending, altering or terminating (whether by written or oral agreement, or any manner of action or inaction) any of the Customer Contracts, or entering into any arrangement related to the Customer Contracts or parties thereunder which is outside of the ordinary course of business with such obligation ending as of the Closing Date; and
(f) materially comply with all Legal Requirements and contractual obligations applicable to the operations of the Business with such obligation ending as of the Closing Date.
Specific Transactions. The Managing Director may, from time to time, specify that Directors or Key Management Personnel (or particular Directors and members of the Key Management Personnel) are restricted from dealing in the securities of other companies which Traffic Technologies or its subsidiaries may have a close relationship with, such as companies involved in material commercial discussions with Traffic Technologies or one of its subsidiaries.
