Transfer of the International Business Sample Clauses

Transfer of the International Business. (a) At or prior to the Closing, the Company shall cause the Company Bank to transfer, assign, convey and deliver to the Company, and the Company shall acquire from the Company Bank, all of the business and operations of the Company Bank conducted as part of the "International Operations" of the Company Bank as 42 described in the draft "Management's Discussion and Analysis of Financial Condition and Results of Operations" attached to Section 5.10 of the Disclosure Schedule (such business and operations being referred to herein as the "International Business"), and all right, title and interest of the Company Bank as of the Closing Date in and to the assets, rights, properties, claims and contracts in respect of the International Business as of the close of business on the Closing Date, including without limitation the Transferred Assets (provided that for purposes of determining compliance with this covenant for purposes of satisfaction of the condition to closing set forth on Section 6.2(b) (and not for any other purpose, including without limitation under clause (c) of Section 8.1), such compliance shall be determined solely with reference to the Transferred Assets).
Sample 1
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Related to Transfer of the International Business

  • Business Purpose; Powers The Company is formed for the purpose of engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

  • Restrictions on Business Activities There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any Company Subsidiary or to which the Company or any Company Subsidiary is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice material to the Company or any Company Subsidiary, any acquisition of property by the Company or any Company Subsidiary or the conduct of business by the Company or any Company Subsidiary as currently conducted.

  • General Business Operations Each of the Loan Parties shall (i) preserve, renew and maintain in full force its legal existence and good standing under the Governmental Rules of the jurisdiction of its organization and each other jurisdiction where the failure to so preserve, renew or maintain could result in a Material Adverse Effect, and all of its rights, licenses, leases, qualifications, privileges franchises and other authority reasonably necessary to the conduct of its business, (ii) conduct its business activities in compliance with all Legal Requirements and Contractual Obligations applicable to such Person, (iii) keep all Property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect all of its rights to enjoy and use material trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations (v) conduct its business in an orderly manner without voluntary interruption. The Borrower shall maintain its chief executive office and principal place of business in the United States.

  • Principal Business Office The principal business office of the Company shall be located at 20000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 or such other location as may hereafter be determined by the Member.

  • Restriction on Transfer of Assets The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, convey or otherwise dispose of any assets or rights of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries in the ordinary course of business consistent with its past practice, (ii) sales of inventory and products in the ordinary course of business, (iii) sales of unwanted or obsolete assets, and (iv) sales for fair market value as determined in good faith by the Company’s board of directors.

  • Restrictions on Business There shall be no restrictions on the business which Amalco is authorized to carry on.

  • Nature of Business; International Operations Neither the Borrower nor any Restricted Subsidiary will allow any material change to be made in the character of its business as an independent oil and gas exploration and production company. From and after the date hereof, the Borrower and its Domestic Subsidiaries will not acquire or make any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States.

  • Carrying on Business Other than corporate formation and organization, the Acquirer has not carried on business activities to date;

  • Business Purposes The Loan is solely for the business purpose of Borrower, and is not for personal, family, household, or agricultural purposes.

  • Business Purpose The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

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