Status of AAC Parties Sample Clauses

Status of AAC Parties. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has not conducted any business and has no assets, Liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Each of AAC and Merger Sub is, and has been at all times since its formation, properly treated as a corporation for U.S. federal income Tax purposes, and no election has ever been made or is pending to change such treatment. All outstanding shares of capital stock of Merger Sub have been validly issued and are fully paid and nonassessable and are owned by AAC free and clear of any Lien.
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Related to Status of AAC Parties

  • Status of Parties The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

  • Status of the Parties The status of the parties under this Agreement shall be solely that of independent contractors. No party shall have the right to enter into any agreements on behalf of the other party nor shall it represent to any person that it has such right or authority. The parties, through their duly authorized representatives, and intending to be legally bound, have executed this Agreement, as of the date and year first above written, whereupon it became effective in accordance with its terms. RESEARCH FRONTIERS INCORPORATED By:_/s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, President Date: October 25, 2005 SPD CONTROL SYSTEMS CORPORATION By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx, Chairman Date: October 20, 2005 Schedule A (As of October 25, 2005) LIST OF UNITED STATES, INTERNATIONAL AND FOREIGN PATENTS AND PATENT APPLICATIONS Date Expiration Patents in the United States Issued Date 5,764,402 Xxxx-Xxxxxxxx Xxxxxx; Xxxxxx Xxxxx "Optical Cell Control System" 06/09/98 04/24/15 6,804,040 Xxxxxx X. Xxxxxxx, et al "Method and Device for Controlling Voltage Provided to a Suspended Particle Device"10/12/04 02/13/23 6,897,997 Xxxxxx X. Xxxxxxx "Method and Device for Controlling Voltage Provided to a Suspended Particle Device" 05/24/05 02/13/23 (continuation-in-part of 6,804,040) PENDING UNITED STATES APPLICATIONS Serial Number Filing Date [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] PENDING INTERNATIONAL APPLICATIONS Serial Number Filing Date [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] Patent Number or Country Serial Number Issued Filed Expiration [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] FOREIGN PATENTS AND PATENT APPLICATIONS Patent Number or Country Serial Number Issued Filed Expiration

  • Status of Borrower Borrower’s exact legal name is correctly set forth on the first page of this Agreement, on the Pledge Agreements and on any UCC-1 Financing Statements filed in connection with the Loan. Borrower is an organization of the type specified on Schedule I. Borrower is incorporated in or organized under the laws of the State as set forth on Schedule I. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium of recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) the address of Borrower set forth on the first page of this Agreement. Borrower’s organizational identification number, if any, assigned by the state of incorporation or organization is correctly set forth on the first page of the Note.

  • Status of Agreements The rights and obligations of Buyer and Seller under this Agreement shall be subject to the following terms and conditions:

  • Status of Obligations In the event that the Borrower or any other Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

  • Status of Agreement This agreement does not constitute a contract of -------------------- employment between the parties, nor shall any provision of this agreement restrict the right of the Bank's Shareholders to replace the Director or the right of the Director to terminate his service.

  • Status of Lenders; Tax Documentation (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

  • Status of the Company The Members acknowledge that this Agreement creates a partnership for federal income tax purposes. Furthermore, the Members hereby agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.

  • Prohibited Persons and Transactions Neither Seller, nor any of its affiliates, nor any of their respective members or partners, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is not, and prior to Closing or the earlier termination of this Agreement will not, engage in any dealings or transactions with or be otherwise associated with such persons or entities.

  • Status of RIC and BDC The Borrower shall at all times maintain its status as a RIC under the Code, and as a “business development company” under the Investment Company Act.

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