The Designated. Independent Broker-Dealer would not, through the exercise of its commercially reasonable efforts, be able to obtain any consent required under any agreement or instrument governing or otherwise relating to the relevant Portfolio Investments to the assignment or transfer of the relevant Portfolio Investments or any portion thereof, as applicable, to it; or
(B) such bid is not bona fide, including, without limitation, due to (x) the insolvency of the Designated Independent Broker-Dealer or (y) the inability, failure or refusal of the Designated Independent Broker-Dealer to settle the purchase of the relevant Portfolio Investments or any portion thereof, as applicable, or otherwise settle transactions in the relevant market or perform its obligations generally. For the avoidance of doubt, the bid(s) provided by the Designated Independent Broker-Dealer may be provided on behalf of the Company, the Portfolio Manager, any Affiliate of the Portfolio Manager or any account or fund managed by the Portfolio or an Affiliate of the Portfolio Manager if so agreed between the Designated Independent Broker-Dealer and any such Person. In connection with any sale of a Portfolio Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds thereof, the Company hereby appoints the Administrative Agent as the Company's attorney-in-fact (it being understood that the Administrative Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company to effectuate the provisions of this Section 1.04 (including, without limitation, the power to execute any instrument which the Administrative Agent or the Required Lenders may deem necessary or advisable to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect to the application of net proceeds of any such sales). None of the Administrative Agent, the Lenders, the Collateral Administrator, the Securities Intermediary, the Collateral Agent nor any Affiliate of any thereof shall incur any liability to the Company, the Portfolio Manager or any other Person in connection with any sale effected at the direction of the Administrative Agent in accordance with this Section 1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or sales of Portfo...
The Designated. Event Offer shall remain open for a period specified by the Company which shall be no less than 30 calendar days and no more than 40 calendar days following its commencement on the date of the mailing of notice in accordance with Section 4.07(b) hereof (the "Commencement Date"), except to the extent that a longer period is required by applicable law (the "Tender Period"). Upon the expiration of the Tender Period (the "Designated Event Payment Date"), the Company shall purchase the principal amount of Securities required to be purchased pursuant to Section 4.07 hereof (the "Offer Amount").
The Designated. Stockholders agree that during the period of the Designated Stockholder's non-competition obligations hereunder, the Designated Stockholders will not, directly or indirectly for the Designated Stockholders or for others, in any geographic area or market where Group 1 or any of its subsidiaries or affiliated companies are conducting any business as of the date in question or have during the previous twelve months conducted any business:
(i) engage in any business competitive with any line of business conducted by Group 1 or any of its subsidiaries or affiliates;
(ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with any line of business conducted by Group 1 or any of its subsidiaries or affiliates;
(iii) encourage or induce any current or former employee of Group 1 or any of its subsidiaries or affiliates to leave the employment of Group 1 or any of its subsidiaries or affiliates or proselytize, offer employment, retain, hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Group 1 or any of its subsidiaries or affiliates; provided, however, that nothing in this subsection (iii) shall prohibit a Designated Stockholder from offering employment to any prior employee of Group 1 or any of its subsidiaries or affiliates who was not employed by Group 1 or any of its subsidiaries or affiliates at any time in the twelve (12) months prior to the termination of such Designated Stockholder's employment.
(a) shall apply during each Designated Stockholder's employment and for a period of three (3) years after termination of employment. The obligations set forth in subsection (iii) of this Section 8.3
(a) with respect to employees shall apply during each Designated Stockholder's employment and for a period of five (5) years after termination of employment. The non-competition obligations set forth in this Section 8.3(a) shall not apply to Charxxx X. Xxxxx'x xxxivities relating to Russxxx & Xmitx Xxxd, Inc. and Strexxxx-Xxxxx Xxxda-Nissan- Mitsubishi, nor shall such obligations apply to Michxxx X. Xxxxx'x xxxivities relating to Russxxx & Smitx Xxxd, Inc. If Group 1 or any of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this post-employment non-competit...
The Designated. Shareholders acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of the Surviving Corporation as an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or breach.
The Designated. Borrower Request and Assumption Agreement has been duly executed and delivered by the Company, and the Designated Borrower Request and Assumption Agreement and (by virtue of the Company’s execution of the Designated Borrower Request and Assumption Agreement) the Credit Agreement constitute the legal valid and binding obligations of such Company enforceable against such Company in accordance with their respective terms [Subject to standard local opinion law enforceability exceptions acceptable to the Administrative Agent].
The Designated. [Italian] Subsidiary, to the extent applicable under the laws of the jurisdiction of incorporation, (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the Borrowers has been validly issued and is fully paid and non-assessable.
The Designated. Switch Site will have air-conditioning, heating, ventilation, lighting and adequate working space that is free of debris and other clutter which might hinder the Installation. The building must be dry and free from dust and in such condition as not to be hazardous to Seller personnel or the Equipment and materials to be installed. Seller will gather and separate debris from usable material, xxxx accordingly, and place in an area identified by Buyer for Buyer's pick-up and disposition.
The Designated. Credit Parties and the Receivables Subsidiary may transfer and sell accounts receivable and related assets pursuant to, and in accordance with the terms of, the Accounts Receivable Facility Documents;
The Designated. Securities being offered or sold in The Netherlands shall be offered and sold under the Euro-securities exemption pursuant to Article 6 of the Exemption Regulation (vrijstellingsregeling Wet Toezicht Effectenverkeer) of December 21, 1995, as amended, promulgated under the Netherlands Securities Supervision Act 1995 (Wet Toezicht Effectenverkeer) and accordingly each Underwriter represents and agrees with Italy and the other Underwriters that it has not and will not publicly promote the offer or sale of the Designated Securities by conducting a generalised advertising or cold-calling campaign within The Netherlands.
The Designated. Subsidiary is a Person duly organized, validly existing and, to the extent such concept is applicable in the jurisdiction of organization of the Designated Subsidiary, in good standing under the laws of __________.
