Examples of Xxxxxx Oil in a sentence
Each of Alliance and Xxxxxx Oil has been duly formed and is validly existing in good standing as a limited liability company under the Massachusetts Limited Liability Company Act with full limited liability company power and authority to own or lease its properties and conduct its business.
Xxxxxx Oil Corporation has caused this instrument to be duly executed.
Prior to the Distribution, each of the entities described below is wholly owned, directly or indirectly, by Xxxxxx Oil.
Following the Distribution Date, Xxxxxx USA agrees to provide all book-entry transfer authorizations for shares of Xxxxxx USA Common Stock that Xxxxxx Oil or the Distribution Agent shall require (after giving effect to Sections 3.03 and 3.04) in order to effect the Distribution.
Xxxxxx Oil and Xxxxxx USA shall take all such actions as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States and shall use reasonable efforts to comply with all applicable foreign securities laws in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.
Each of the foregoing conditions is for the sole benefit of Xxxxxx Oil and shall not give rise to or create any duty on the part of Xxxxxx Oil or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit Xxxxxx Oil’s rights of termination as set forth in Section 7.11 or alter the consequences of any termination from those specified in Section 7.11.
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To the extent that either Xxxxxx Oil or Xxxxxx USA is responsible for the Claims Administration for any claim under any Shared Policy after the Distribution Time, such party shall use its reasonable efforts to mitigate the amount of any Loss which is the subject of such claim under the applicable Shared Policy.
Notwithstanding the foregoing, to the extent that Xxxxxx USA has previously paid a premium (or has been allocated a portion of a premium by Xxxxxx Oil) or satisfied a deductible amount under a Shared Policy, Xxxxxx USA shall not be required to pay such premium pursuant to the foregoing sentence or satisfy such deductible again if Xxxxxx USA makes a claim under such Shared Policy in accordance with this Article 4.
Notwithstanding any provision of this Agreement to the contrary, the Xxxxxx Oil Board of Directors may, in its sole discretion and without the approval of Xxxxxx USA or any other Person, at any time prior to the Distribution terminate this Agreement and/or abandon the Distribution, whether or not it has theretofore approved this Agreement and/or the Distribution.