Western Atlas Sample Clauses

Western Atlas. Litigation Liabilities pursuant to (x) a final and non-appealable order, decree or judgment by a court of competent jurisdiction in respect of the Western Atlas Litigation or (y) a settlement arrangement which is approved in writing by Rockwell (which approval shall not be unreasonably withheld) in respect of the Western Atlas Litigation; provided, however, that, in each case, royalties payable by Rockwell in respect of Western Atlas Litigation Liabilities are calculated on the same basis as used in determining royalties payable by the Semiconductor Business in the Western Atlas Litigation (it being understood that all other Liabilities in respect of the Western Atlas Litigation are Semiconductor Liabilities).
Sample 1
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Western Atlas. 61 ARTICLE VIII.
Sample 1
Western Atlas. Orbital and M Company shall use commercially reasonable efforts to enter into a binding agreement with Western Atlas, conditioned only upon the Closing hereunder, unconditionally settling the Western Atlas Litigation and unconditionally extinguishing, releasing and discharging all past, present and future liability arising out of or related to all Western Atlas Events, and, upon the Closing hereunder, to cause a notice of dismissal with prejudice to have been filed in the Western Atlas Litigation, signed by all parties in the Western Atlas Litigation; provided however, that (i) Orbital and M Company shall not be required to enter into a settlement agreement requiring the payment of more than $3.6 million to Western Atlas (it being understood that, if Orbital and M Company enter into such a settlement, T Parent, T Company and M Company shall not bear any Western Atlas Costs in excess of $1.8 million in the aggregate) and (ii) prior to entering into any settlement, M Company and/or Orbital shall submit such proposed settlement agreement and associated documents and/or license agreements to T Company and obtain written approval (which shall not be unreasonably withheld) to all terms and conditions other than monetary amounts included in Western Atlas Costs. Once such settlement has been signed, Orbital and/or M Company shall submit an accounting of all Western Atlas Costs to T Company. M Company and/or Orbital shall, at T Company's option, include T Company or its Representatives in all negotiations with Western Atlas or its Representatives, and shall keep T Company informed of all material developments, communications, events and negotiations related to all Western Atlas Events. If Orbital and M Company are unable to settle the Western Atlas Litigation as described in the first sentence of this Section 7.11, then at such time as all other conditions precedent specified in Article VIII hereof have been satisfied, T Company and Orbital shall negotiate in good faith to determine the nature and scope of indemnification to be provided with respect to Western Atlas Costs after the Closing; provided that the parties may begin to negotiate such indemnification arrangements prior to the satisfaction of such conditions precedent.
Sample 1

Related to Western Atlas

  • Western will as requested by the Manager oversee the maintenance of all books and records with respect to the investment transactions of the Fund in accordance with all applicable federal and state laws and regulations, and will furnish the Directors with such periodic and special reports as the Directors or the Manager reasonably may request.

  • HORIZONR Gateway HORIZONR Gateway provides customers with the ability to (i) generate reports using information maintained on the Multicurrency HORIZONR Accounting System which may be viewed or printed at the customer’s location; (ii) extract and download data from the Multicurrency HORIZONR Accounting System; and (iii) access previous day and historical data. The following information which may be accessed for these purposes: 1) holdings; 2) holdings pricing; 3) transactions, 4) open trades; 5) income; 6) general ledger and 7) cash.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • S&P Standard & Poor’s Ratings Service, a division of The XxXxxx-Xxxx Companies.

  • Holding Companies (a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, the ABL Loan Documents, the Second Lien Loan Documents, any Specified Refinancing Debt or any Specified Second Lien Refinancing Debt, (ii) incur any Indebtedness (other than (x) the First Lien Obligations, the ABL Obligations and the Second Lien Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n), (s), (t), (u) or (v)), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, any ABL Loan Document or any Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02) or (y) Investments of the type permitted by Section 7.02(a), (b), (h), (k) or (m).

  • IMCO IMCO represents and warrants to MFS that (i) the retention of MFS by IMCO as contemplated by this Agreement is authorized by the respective governing documents of the Trust and IMCO; (ii) the execution, delivery and performance of each of this Agreement and the Investment Advisory Agreement does not violate any obligation by which the Trust or IMCO or their respective property is bound, whether arising by contract, operation of law or otherwise; (iii) each of this Agreement and the Investment Advisory Agreement has been duly authorized by appropriate action of the Trust and IMCO and when executed and delivered by IMCO will be a legal, valid and binding obligation of the Trust and IMCO, enforceable against the Trust and IMCO in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) IMCO is registered as an investment adviser under the Advisers Act; (v) IMCO has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that IMCO and certain of its employees, officers and directors are subject to reporting requirements thereunder; (vi) IMCO is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; and (vii) IMCO will promptly notify MFS of the occurrence of any event that would disqualify IMCO from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

  • Asset Management Services (i) Real Estate and Related Services:

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • Management of Company All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles, and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such officers in corporations incorporated under the laws of the state of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member.

  • Healthcare Matters Except where the failure to comply with any applicable Health Care Law could not reasonably be expected to have a Material Adverse Effect, Parent and each of its Subsidiaries is, and at all times since the Closing Date has been, in compliance with all Health Care Laws applicable to it, its assets, business or operations. No circumstance exists or event has occurred with respect to a violation of any Health Care Law that could reasonably be expected to have a Material Adverse Effect. Neither Parent nor any Subsidiary thereof has received any notice of communication from any Governmental Authority alleging noncompliance with any applicable Health Care Law that could reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, no notice or any information provided by any Governmental Authority pursuant to this Section 7.01(cc) shall need to be provided to the Administrative Agent or any of the Lenders if such action would be prohibited by Applicable Law.

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