U of R Foundation Sample Clauses

U of R Foundation. (a) At or immediately after the Closing, Seller's current tax identification number and qualification as a Section 501(c)(3) tax exempt organization under the IRC, shall be retained and Seller's name will be changed with the Secretary of State of Colorado to University of the Rockies Foundation (the "U of R Foundation"). The Xxxxxxx Community Counseling Center will continue to operate as a wholly-owned subsidiary of the U of R Foundation. (b) As soon as practicable after the Closing, the Parties shall mutually agree upon an escalated schedule over a four-year period for funding the U of R Foundation. This escalated funding is based on the premise that such funding will be available from operating cash flow arising from the growth of University of the Rockies, LLC after the Closing. In the event that Seller and Buyer cannot reach an agreement on such escalated schedule, the Parties' only and exclusive remedy shall be to submit such dispute to a Qualified Accountant who will make a final determination on the escalated schedule. The fees, expenses and costs of the Qualified Accountant shall be borne by Seller and Buyer in inverse proportion as each of them may prevail on the matters resolved by the Qualified Accountant, which pro-rata allocation will also be determined by the Qualified Accountant and be included in its final decision. (c) At Closing, the Parties shall execute an mutually acceptable services agreement between the Subsidiary and the Counseling Center (the "Services Agreement") providing for field education training for the Subsidiary's psychology students. (d) After Closing, Seller shall (i) not engage in any activities or take any action that is inconsistent with or materially different from the activities described in Seller's Application; (ii) continue to operate in compliance with the terms, limitations and conditions of Seller's Determination Letter; and (iii) not take any action that would cause Seller to lose its status as an organization described in § 501(c)(3) of the Code or as an organization other than a private foundation within the meaning of § 509(a) of the Code.
Sample 1
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