Various Agreements. The Borrower shall at all times comply in all material respects with the Registration Rights Agreement and the Stockholders Agreement.
Various Agreements. The Issuer shall at all times comply in all material respects with the Registration Rights Agreement and the Stockholders Agreement.
Various Agreements. On or prior to the Initial Borrowing Date, there shall have been made available to the Administrative Agent (and copies thereof shall have been made available to the Banks requesting same) copies, certified as true and correct by an appropriate officer of the Borrower, of:
(a) all Plans (and for each Plan that is required to file an annual report on Internal Revenue Service Form 5500-series, a copy of the most recent such report (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information), and for each Plan that is a "single-employer plan," as defined in Section 4001(a)(15) of ERISA, the most recently prepared actuarial valuation therefor) and any other "employee benefit plans," as defined in Section 3(3) of ERISA, and any other material agreements, plans or arrangements, with or for the benefit of current or former employees of the Borrower or any of its Subsidiaries or any ERISA Affiliate (provided that the foregoing shall apply in the case of any multiemployer plan, as defined in 4001(a)(3) of ERISA, only to the extent that any document described therein is in the possession of the Borrower or any of its Subsidiaries or any ERISA Affiliate or reasonably available thereto from the sponsor or trustee of any such plan) (collectively, the "Plan Documents");
(b) all material employment agreements (or the forms thereof), if any, with respect to the senior management of the Borrower or any of its Subsidiaries including, without limitation, Continental and its Subsidiaries (collectively, the "Management Agreements");
(c) all agreements, if any, (or the forms thereof) entered or to be entered into by the Borrower or any of its Subsidiaries governing the terms and relative rights of its capital stock and any agreements (or the forms thereof) entered or to be entered into by stockholders relating to any such entity with respect to its capital stock, but excluding agreements with directors of any Subsidiaries of the Borrower relating to directors' qualifying shares held by such directors (collectively, the "Stockholders Agreements");
(d) all tax sharing, tax allocation and other similar agreements (or the forms thereof) entered or to be entered into by the Borrower and/or any of its Subsidiaries (collectively, the "Tax Sharing Agreements");
(e) all material agreements entered into between the Borrower and any of its Subsidiaries and/or among or between any...
Various Agreements. Except as set forth in Schedule 2.26,
(a) The Citadel CEO has entered into the Independent Contractor Agreement.
(b) All holders of Citadel’s outstanding preferred stock have entered into the Preferred Holder Agreement with Citadel, and no additional consent, agreement, waiver or other action is required from any of such holders (in their capacity as holders of preferred stock or otherwise) in connection with the consummation of the transactions contemplated hereby (including the subsequent distribution of the net proceeds hereof to the stockholders of Citadel on the terms set forth in this Agreement).
(c) The Key Employees have entered into the Key Employee Offer Letters.
Various Agreements. 18 4.13 Financial Statements; Projections ...................................... 19 4.14
Various Agreements. Prior to the Closing Date, the Seller and the Seller Parent shall cause the following to occur:
(i) Hydrocarbons shall enter into agreements with the counterparties described in Schedule 5(i)(i) and shall provide a copy of such agreements to the Buyer, each such agreement to contain terms no less favorable to Hydrocarbons than the terms applicable to such agreement set forth in Schedule 5(i)(i);
(ii) Marketing shall assign to the Seller (or its designee), and such assignee shall assume all obligations of Marketing under, those agreements listed in Exhibit C labeled as "Agreements to be Assigned;" ---------
(iii) Termination of that certain Operating Agreement for the Delmita gathering system between El Paso Field Services, L.P. and the Acquired Companies; and
(iv) Consents executed by Transmission, Field Services and Holding whereby such parties consent to the assignment of the general and limited partnerships in Hydrocarbons and Marketing as contemplated by this Agreement.
Various Agreements. This XXXX is subject to the terms and conditions of the EUSA and Statement of Work (“SOW”) between Service Provider and End User. In the event of any conflict between the terms and conditions therein the order of precedence for the contracts is the SOW, the XXXX and the EUSA.
Various Agreements. Seller shall have received an agreement pursuant ------------------ to which Buyer shall perform warranty work on behalf of Seller in respect of the IPB Business in the form and substance reasonably acceptable to Buyer and its counsel (the "IPB Warranty Service Agreement") and the Contact Purchase Agreement, executed in each case by Buyer.
Various Agreements. (a) If any event shall occur as a result of which it shall be necessary to amend or supplement the Memorandum in order to make the statements contained therein, in the light of circumstances under which they are made, not misleading, the Company promptly shall cause to be prepared and furnished, without charge to the Placement Agent, either amendments or supplements to the Memorandum so that the statements in the Memorandum, as so amended or supplemented, shall not be misleading in the light of the circumstances under which they are made.
(b) The Company shall pay all the costs and expenses incident to the preparation and reproduction of the Memorandum (including its printing costs and costs of the Company's legal counsel and accountants).
(c) For a period of six months after the Closing, neither the Company nor any direct or indirect subsidiary of the Company shall sell, offer to sell or otherwise issue any "security" if within ten (10) business days after notice to the Placement Agent of any such proposed offering, the Placement Agent advises the Company or any affiliate thereof, as the case may be, that the Placement Agent has received an opinion of its counsel to the effect that such offering would adversely affect the qualification of the offer and sale of the Common Stock and Warrants as a private offering transaction under Regulation S.
(d) Prior to and after the Closing, the Company shall deliver to the Placement Agent, upon the written request of the Placement Agent, such documents, agreements and instruments relating to the offering of the Common Stock and Warrants or to the business and affairs of the Company as may be reasonably requested by the Placement Agent .
Various Agreements. 18 4.14 Financial Statements; Projections . . . . . . . . . . . . . . . . . . . . . .19 4.15
