Without limiting the generality of paragraph. (a) of this Section, Xxxxx shall, and shall cause its Subsidiaries to, use all commercially reasonable efforts to preserve intact in all material respects its present business organization and reputation, to keep available the services of its key officers and employees, to maintain its assets and properties in good working order and condition (ordinary wear and tear excepted), to preserve its relationships with customers and suppliers and others having significant business dealings with them, to comply in all material respects with all Laws and Orders of all Governmental or Regulatory Authorities applicable to them, and to maintain (subject to Section 5.01(b)(xx)) insurance, including, without limitation, product liability insurance, in such amounts and against such risks and losses as was in effect on June 30, 1998 (subject to Section 3.14). Also without limiting the generality of paragraph (a) of this Section, Xxxxx shall not, and shall cause its Subsidiaries not to:
(i) amend or propose to amend its or their Articles of Incorporation or By-laws;
(ii) (w) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock other than the dividend of $2.00 per share declared on Xxxxx Common Stock on August 26, 1998 and payable on September 15, 1998; (x) split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize or propose the issuance of any other securities or Option in respect of, in lieu of or in substitution for shares of its capital stock, (y) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or (z) directly or indirectly redeem, repurchase or otherwise acquire any shares of its capital stock or any Option with respect thereto;
(iii) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any Option with respect thereto, or modify or amend any right of any holder of outstanding shares of capital stock or Options with respect thereto;
(iv) acquire (by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner) any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire ...
Without limiting the generality of paragraph. (a) above, the provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed to be included therein unless expressly excluded by the Trust Agreement) are a part of and govern the Trust Agreement, whether or not physically contained therein.
Without limiting the generality of paragraph. (a) above, for the purpose of creating a solidarite active in accordance with Article 1541 of the Civil Code of Quebec, between each Lender, taken individually, on the one hand, and the Administrative Agent, on the other hand, each Loan Party and each such Lender acknowledge and agree with the Administrative Agent that such Lender and the Administrative Agent are hereby conferred the legal status of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each such Lender and the Administrative Agent (collectively, the "Solidary Claim"). Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code of Quebec, the Loan Parties are irrevocably bound towards the Administrative Agent and each Lender in respect of the entire Solidary Claim of the Administrative Agent and such Lender. As a result of the foregoing, the parties hereto acknowledge that the Administrative Agent and each Lender shall at all times have a valid and effective right of action for the entire Solidary Claim of the Administrative Agent and such Lender and the right to give full acquittance for it. Accordingly, without limiting the generality of the foregoing, the Administrative Agent, as solidary creditor with each Lender, shall at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party to the Administrative Agent and to the Lenders or any of them and the right to give a full acquittance for same. The parties further agree and acknowledge that the Administrative Agent's Liens on the Collateral shall be granted to the Administrative Agent, for its own benefit and for the benefit of the Lenders.
Without limiting the generality of paragraph. (a) above, the Borrower shall make available to the Lead Programme Agencies during the Programme Implementation Period counterpart funds from its own resources in an approximate aggregate amount of 3 390 000 in accordance with its customary national procedures for development assistance. For such purpose, the Borrower shall make budgetary allocations for each Fiscal Year equal to the counterpart funds called for in the AWPBs for the relevant Programme Year and make such allocations available to each Lead Project Agency annually in advance. For such purpose, as soon as practicable but in no event later than 90 days after the Effective Date, the Borrower shall make available counterpart funds to the Lead Programme Agencies, to assist in financing the first six months of Programme implementation in accordance with the respective sub- Programme AWPBs.
Without limiting the generality of paragraph. 2.1(a), to the best knowledge of the Vendor:
(i) the Accounts either make full provision for or, disclose all liabilities (whether actual, contingent or disputed and including financial lease commitments and pension liabilities), all outstanding capital commitments and all bad or doubtful debts of the Company as at the Accounts Date;
(ii) the Accounts for each of the last three (3) financial years ended on the Accounts Date were prepared under and in accordance with GAAP; and
(iii) the results shown by the Accounts for each of the last three (3) financial years ended on the Accounts Date were not (except as therein disclosed) affected by any material item or by any other material factor.
Without limiting the generality of paragraph. (a) of this Section and subject always to the provisions of Section 8.1(b), the Members Committee shall have the power to delegate to the Manager of the Company any powers and authority necessary for the day-to-day operation of the business of the Company, except that the Members Committee reserves the following powers and authority exclusively to itself, namely:
(i) to set the overall policy and vision of the Company in accordance with the purposes set out in Section 3.2;
(ii) to recommend to the annual meeting of the Members the distribution policy of the Company and the level of distribution to be declared;
(iii) to elect or appoint the Manager;
(iv) to approve capital expenditures of the Company in such amount as the Members may from time to time determine;
(v) to approve the business and strategic plans and the annual operating plans of the Company;
(vi) to recommend approval by the Members of any of the matters referred to in Section 8.1(b);
(vii) to approve from time to time the location of the Company's principal executive office;
(viii) to determine the banking policy of the Company and further in that regard: to grant financial authorization (including the opening and closing of bank accounts and to designate signatories for such accounts) to the Manager; to approve all borrowings by the Company of sums of money within the limitations regarding amount as the Members may from time to time determine, from banks, other lending institutions, the Members or Affiliates of the Members, on such terms as the Members Committee deems appropriate, and, in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except to the extent permitted under the Act by the Manager or authorized agents of the Company expressly authorized by the Members Committee to contract such debt or incur such liability;
(ix) to approve the purchase of liability and other insurance to protect the Company's property and business;
(x) to establish guidelines for the Manager in connection with the temporary investment of Company funds;
(xi) to approve the execution on behalf of the Company of all instruments and documents with a value in excess of such amount as the Members may from time to time determine, including, without limitation: checks; drafts; notes and other negotiable instruments; mortgages or deeds of tru...
Without limiting the generality of paragraph above the Accounts disclose all the Assets and either make full provision or reserve for or, as appropriate, disclose all liabilities whether actual, contingent, unquantified or disputed and all capital commitments whether actual or contingent of the Vendor and/or GWO in relation to the Business as at the Accounts Date.
Without limiting the generality of paragraph. (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights unto and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in the Aircraft to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Aircraft or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall be entitled to the benefit of the provisions of this Section 19.7(b). Lessee shall, upon the written instruction of Lessor and compliance with Section 19.7(b) : (a) recognize any such assignment, (b) accept the directions or demands of such assignee in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) so long as Lessor remains obligated hereunder, not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees, and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoing.
Without limiting the generality of paragraph. 9.1, in the period from September 1, 2010 through the date of this Agreement, except as set forth in Sub-Schedule 9.2, there has not been any:
(a) declaration or payment of any dividend or other distribution or payment in respect of the Shares;
(b) amendment to the Corporate Documents of any Group Company;
(c) divestiture, lease, license, pledge or other disposal by any Group Company of a shareholding, business (or material portion thereof) or of any fixed asset with a value in excess of EUR 50,000 in the aggregate;
(d) incurrence or guarantee by any Group Company of any indebtedness for borrowed money, other than indebtedness incurred from any other Group Company or from banks or credit institutions under existing credit lines in the ordinary course of business and in amounts and on terms consistent with past practice;
(e) investment by any Group Company in, or the making of any loan to, any other company, entity or person;
(f) capital expenditure, by additions or improvements to property, plants or equipment, in excess of EUR 50,000 in the aggregate;
(g) material change in any method of accounting practice or policy by any Group Company;
(h) lay-off or other restructuring affecting a significant part of the work force in any Group Company;
(i) material dispute with labour unions, workers’ councils or other employee representatives;
(j) the remuneration payable to the managing directors, officers, employees, agents or consultants of any of the Group Companies has not been increased outside the ordinary course of business or exceeding eight (8) per cent in each case.
Without limiting the generality of paragraph. (a) hereof, Tenant shall at all times keep the Premises in compliance with the Americans With Disabilities Act and its supporting regulations, and all similar federal, state or local laws, regulations and ordinances. If Landlord's consent would be required for alterations to bring the Premises into compliance, Landlord agrees not to unreasonably withhold its consent.
