Xxxxxxx Entities Sample Clauses

Xxxxxxx Entities. This term is defined in the preamble and includes any ---------------- successors or assigns of each such Xxxxxxx Entity.
Sample 1
Xxxxxxx Entities. The Xxxxxxx Entities have each provided a non-binding letter of intent to, in the event that the relevant MSIP Undertakings lapse, provide binding irrevocable undertakings to Bidco in connection with the Offer to vote in favour of the Scheme at the Court Meeting and to vote in favour of the Resolutions to be proposed at the General Meeting (or, in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of 25,100,000 Augean Shares, representing approximately 23.91 per cent. of Augean's issued ordinary share capital on the Latest Practicable Date, which such irrevocable undertakings will cease to be binding in the event that: (i) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Offer and no new or replacement Scheme or Takeover Offer is announced in accordance with the Code at the same time; (ii) the Offer lapses or is withdrawn; or (iii) the Offer has not become effective or been declared unconditional in all respects by the Long Stop Date. The MSIP Undertakings provided by the Xxxxxxx Entities will cease to be binding if Antwerp Management Limited: (a) does not announce an increase to the consideration offered under the terms of the MSIP Offer within three Business Days of the date of this announcement to an amount which, in the reasonable opinion of Rothschild & Co, is not less than 325 xxxxx per Augean Share (a "Matching Offer"); or (b) following the announcement of a Matching Offer, an announcement is made of an increased offer, or of an offer in accordance with Rule 2.7 of the Code, or any other transaction which constitutes a takeover offer for the purposes of the Code, for Augean and, in the reasonable opinion of Rothschild & Co, the consideration payable to Augean Shareholders per Augean Share under such increased offer or offer, is higher than the consideration being offered under the Matching Offer (a "Second Qualifying Competing Offer") and Antwerp Management Limited does not announce an increase to the consideration offered under the terms of the Matching Offer within three Business Days of the announcement made in accordance with Rule 2.7 of the Code, which is, in the reasonable opinion of Rothschild & Co, higher than the consideration payable to Augean Shareholders per Augean Share under the Second Qualifying Competing Offer when calculated on the same basis as the Matching Offer, as applicable.
Sample 1
Xxxxxxx Entities. 6 Section 1.41. Xxxxxxx Notes...........................................6 Section 1.42. Xxxxxxx Purchase Agreement..............................6 Section 1.43.
Sample 1
Xxxxxxx Entities. See Sections 4.1.1 and 4.1.3 to the Company Disclosure Letter attached hereto. Dick’s Sporting Goods, Inc. First American Commercial Bancorp, Inc. Partial Assignment to Citizens Leasing Corporation Delaware Secretary of State 31340721 5/27/03 Partial Assignment to Citizens: 1/2/04 [Seven page list of specific equipment] All equipment now owned or hereafter acquired wherever located under Master Lease No. 99122 dated June 18, 1999. Dick’s Sporting Goods, Inc. First American Commercial Bancorp, Inc. Delaware Secretary of State 31340812 5/27/03 All equipment now owned or hereafter acquired wherever located under Master Lease No. 99122 dated June 18, 1999. Dick’s Sporting Goods, Inc. First American Commercial Bancorp, Inc. Delaware Secretary of State 31340846 5/27/03 All equipment now owned or hereafter acquired wherever located under Master Lease No. 99122 dated June 18, 1999.
Sample 1
Xxxxxxx Entities. [***] acting as paying agent for Xxxxxxx, may make certain payments due under this Agreement, and Xxxxxxx shall reimburse [***] for all such payments.
Sample 1
Xxxxxxx Entities. (d) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto. (e) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a), 8(b), 8(c) or 8(d), such person (the "INDEMNIFIED PARTY") shall promptly notify the person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the
Sample 1
Xxxxxxx Entities. Amended and Restated Credit Agreement with XX Xxxxxx Chase Bank, as Administrative Agent, dated as of April 25, 2003, which shall be paid off with the proceeds of the Loan after the Closing Date. · Building Loan Agreement with KeyBank, National Association as Lender, dated as of May 25, 2001. Building Loan Agreement with KeyBank, National Association as Lender, dated as of October 29, 1999. · Capital Lease Obligations in the amount of $158,428.82. · Long term financing obligations in the amount of $11,667,988
Sample 1
Xxxxxxx Entities. Each of the Corporate Entities is (i) a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) a foreign limited liability company duly authorized to transact business in the State of Iowa. The Corporate Entities have, or will obtain in the ordinary course and when required, all necessary licenses and permits necessary to own, maintain and/or operate the Development and Parking Facility as contemplated to be conducted or described in the Official Statement. The Company has not received any notice of an alleged violation, and the operations of the Corporate Entities and the Development and Parking Facility are not in violation, of any zoning, land use, environmental or other similar law or regulation which would materially adversely affect the operations or financial condition of any Corporate Entity or any Corporate Entity’s ability to operate any part of the Development and Parking Facility. The Company has the legal capacity to enter into and deliver this Contract, and each of the Corporate Entities has the legal capacity to execute, enter into and deliver or approve, as the case may be, the Transaction Documents to which any of them is or is to be a party and to perform other acts and things as provided for in each of the foregoing documents. Each of the Corporate Entities has full legal right, power and authority under all applicable provisions of law and its articles of incorporation and bylaws or articles of organization and operating agreement, as the case may be, to enter into, execute, deliver and perform its obligations under the Transaction Documents to which it is a party and to perform such other acts and things as provided for in each such Transaction Document.
Sample 1

Related to Xxxxxxx Entities

  • Xxxxxx, P A., special counsel for IMC, in IMC's capacity as both Seller and Servicer under the Sale and Servicing Agreement, and/or Xxxxx & Xxxxxx LLP shall have furnished to the Underwriters their written opinion or opinions, addressed to the Underwriters and the Depositor and dated the Closing Date, in form and substance satisfactory to the Underwriters, to the effect that:

  • Xxxxxxx, P E., as named in your application will receive a separate mailing detailing other program requirements, including Equal Employment Opportunity, reporting in-kind contributions, and Requests to Proceed. This information is also provided on our web site noted above. Your Chief Fiscal Officer will also receive a mailing pertaining to project financial information.

  • Xxxxx, P C. shall be the closing attorney if Property is in the Greater Augusta or Aiken area. XxXxxxxx Xxxxx, P.C. shall be the closing attorney if Property is in the Savannah area, and Xxxxxxx Xxxxxxx shall be the closing attorney if Property is in the Statesboro area, and Xxxxxxxx Xxxxxxxxxx Law Firm shall be the closing attorney if Property is in the Greenwood area. Buyer agrees Seller will schedule closing date and time in accordance with Section 4 E (a) of the Agreement. Seller will notify Buyer of the date and time of closing. Failure to close home by Closing Date stated in Paragraph 3, page 1, of the Agreement will, at Seller’s option, result in termination of the Agreement, and forfeiture of the xxxxxxx money, Construction Deposits and any extras deposits. In addition, any remaining balance of money owed for extras ordered by the Buyer shall be immediately due and payable.

  • Xxxxxxxx Tobacco Co the jury returned a verdict in favor of the plaintiff, found the decedent, Xxxxxx Xxxxxxxx, 50% at fault, RJR Tobacco to be 25% at fault, and the other defendant 25% at fault, and awarded $2 million in compensatory damages and $750,000 in punitive damages against each defendant.

  • XXXXXAS xx xxcordance xxxx Xxxx 00x-1(k) xxder the Securities Exchange Act of 1934 (the "Act"), only one statement containing the information required by Schedule 13G and any amendments thereto need be filed whenever two or more persons are required to file such a statement or any amendments thereto with respect to the same securities, provided that said persons agree in writing that such statement or any amendment thereto is filed on behalf of them.

  • Xxxxxx, Esq Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect given to the other party in accordance with this subsection (b). Each such notice shall be deemed given upon the receipt thereof when delivered in person and on the second business day after the mailing when sent by mail as aforesaid. (c) You understand that, upon exercise of this Option, you may recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares purchased over the Option Price for such Shares. Your employer may withhold tax from your current compensation with respect to such income or any other income which it deems you to have received in connection therewith; to the extent that your then current compensation is insufficient to satisfy the withholding tax liability, you will be required to make a cash payment to cover such liability as a condition of exercise of this Option. (d) If this Option shall be mutilated, lost, stolen or destroyed, the Company shall issue in exchange and substitution for and upon cancellation of the mutilated Option, or in lieu of and in substitution for the Option lost, stolen or destroyed, a new Option of like tenor and denomination, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Option and such indemnity and, if requested by the Company, such bond, as shall in each case be satisfactory to the Company. You must also comply with such other reasonable requirements and pay such other reasonable charges as the Company may prescribe in connection with such issuance. (e) This Option shall be governed and construed in accordance with the substantive laws of the State of New York applicable to contracts executed, delivered and to be fully performed in the State of New York, without giving effect to contrary provisions regarding conflict of laws. (f) This Agreement shall inure to the benefit of and shall be binding upon your heirs, executors, administrators and legal representatives, and shall inure to the benefit of and be binding upon the Company and its successors and assigns. You may not assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of your rights hereunder except if and to the extent expressly permitted by Section 8 of this Agreement, and any such attempted prohibited delegation or disposition shall be null and void and without effect. (g) This Agreement constitutes the complete understanding between the parties with respect to the subject matter hereof, and no statement, representation, warranty or covenant has been made by either party with respect thereto except as expressly set forth herein. This Agreement shall not be altered, modified, amended or terminated except by written instrument signed by each of the parties hereto. (h) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. (i) The section headings contained herein are for the purposes of convenience only, are not intended to define or limit the contents of said sections and are not part of this Agreement. (j) By signing below, you hereby accept this Option subject to all of the terms and provisions hereof and acknowledge all of the representations, warranties and agreements set forth above. This Option shall not be effective until you have signed this Option and delivered it to the Company.

  • XXXXXXXX AND W XXXXXXX XXXXXX

  • Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.

  • Xxxxxxx X Xxxxxxxx

  • Xxxxx, Esq Sher & Xxxxxxxxx LLP; 0000 X Xxxxxx, XX.; Xxxxx 000; Xxxxxxxxxx, XX 00000.