Administration of the Assets Sample Clauses

Administration of the Assets. Between the date of this Agreement and the Closing Date, Seller will conduct all ownership of and business relating to the Properties in the manner in which they are now being conducted (including the maintaining existing insurance covering the Properties, maintaining the books, accounts and records relating to the Properties, and not materially modifying or terminating a material agreement where to do so would result in a MAE), and will notify Buyer promptly of any significant occurrence or change affecting the Properties. Between the date of this Agreement and the Closing Date, Seller shall perform and comply in all material respects with all covenants and conditions contained in agreements relating to the Properties and comply in all material respects with all applicable laws, rules, regulations, and orders that apply to the Properties. The parties hereby recognize that the current ownership and operation of the Properties includes Seller electing to participate or not participate (i.e. nonconsent status) in xxxxx drilled pursuant to the operating agreements or joint exploration agreement relating to the Properties and that Seller may continue to make consistent elections for the Properties, provided, however, Seller will provide Buyer notice of such election five (5) days prior to such election and shall consult with Buyer regarding such election. Prior to Closing, Seller shall (a) not propose any drilling or other operations requiring elections to participate pursuant to the applicable operating agreements except as may be necessary to maintain any portion of the Properties or to extend a Lease, or (b) not surrender, abandon, assign, xxxxx x xxxx or otherwise encumber any material Property other than in the ordinary course of business; provided however, that nothing contained herein shall require Seller to expend any funds to extend or perpetuate a Lease. Seller shall reasonably cooperate with Buyer in the notification of all applicable governmental authorities of the transactions contemplated hereby and reasonably cooperate with Buyer in obtaining the issuance or transfer by each such authority of such permits, licenses and authorizations as may be necessary for Buyer to own and operate the Properties following Closing. To the extent Seller is not the operator of any of the Properties, the obligations of Seller in Section 6.4 concerning operations or activities which normally or pursuant to existing contracts are carried out or performed by the opera...
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Administration of the Assets. Subsequent to the closing, Newco shall be responsible and accountable for administration of the Assets and shall retain overall and ultimate responsibility, supervision, and control of the administration of such plans and products.
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Administration of the Assets. (a) From and after the date of execution of this Agreement and until the Closing with respect to a Property, and subject to the constraints of applicable operating and other agreements, each Seller shall operate, manage, and administer the Properties in which it owns an interest in a good and workmanlike manner consistent with its past practices, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Prior to Closing with respect to a Property, each Seller shall use reasonable efforts to preserve in full force and effect all material Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Properties in which such Seller owns an interest, and shall perform all material obligations of such Seller in or under all such agreements relating to the Properties. Each Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment, (1) submit to Buyer all requests for capital expenditures, including AFE’s, for Buyer’s prior written approval but only up to an aggregate of Fifteen Million Dollars ($15,000,000) in capital expenditures being approved by Buyer between the date of this Agreement and Closing (herein called the “Capital Cap”) and shall comply with Buyer’s timely and reasonable written instructions regarding such expenditures; (2) submit to Buyer, for prior written approval, all proposed contracts and agreements relating to the Properties which involve individual commitments of more than TWENTY-FIVE THOUSAND dollars ($25,000); (3) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Properties; (4) obtain Buyer’s written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; (5) not approve or elect to go non-consent as to any proposed well without Buyer’s prior written approval but only as to proposals (when aggregated with the capital expenditures described in subsection (1) above and prior proposals requested by Buyer pursuant to this subsection) which would not exceed the Capital Cap; (6) not elect to go non-consent as to any Initial Xxxxx as defined in the JEA (notwithstanding subsection (5) above); (7) not plug or abandon or agree to plug and abandon any Well without Buyer’s prior written approval and (8) not propose any drilling or other operations r...
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Related to Administration of the Assets

  • Administration of the Trust Section 3.01

  • Administration of the Trust Fund Section 4.01

  • Administration of the Agreement The Agreement shall be administered by the Board of Directors of the Company or its delegate (the “Administrator”). Subject to the provisions of the Agreement, the Administrator shall have full and final authority in its discretion to take any action with respect to the Agreement including, without limitation, the authority to (i) determine all matters relating to the payments; (ii) establish, amend and rescind rules and regulations for the administration of the Agreement; and (iii) construe and interpret the Agreement, to interpret rules and regulations for administering the Agreement and to make all other determinations deemed necessary or advisable for administering the Agreement. Except to the extent otherwise required under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the Administrator shall have the authority, in its sole discretion, to accelerate the date that any Consultation Payments or Separation Payments which were not otherwise vested or earned shall become vested or earned in whole or in part without any obligation to accelerate such date with respect to any other employee. The Administrator also may in its sole discretion determine that Executive’s rights or payments under the Agreement shall be subject to reduction, cancellation, forfeiture or recoupment due to conduct by Executive that is determined by the Administrator to be detrimental to the business or reputation of the Company, including, without limitation, upon termination of employment for cause; violation of policies of the Company; or breach of non-solicitation, noncompetition, confidentiality or other restrictive covenants that apply to the Executive. In addition to action by meeting in accordance with applicable laws, any action of the Administrator with respect to the Agreement may be taken by a written instrument signed by the Administrator (including, where the Board or a committee serves as the Administrator, by written consent signed by all of the members of the Board, or all of the members of a committee, and any such action so taken by written consent shall be as fully effective as if it had been taken by a majority of the members at a meeting duly held and called). No individual shall be liable while acting as Administrator for any action or determination made in good faith with respect to the Agreement, and any such individual shall be entitled to indemnification and reimbursement in the manner provided in the Company’s certificate of incorporation and bylaws and/or under applicable law.

  • Administration of the Contributions 1.1. The Bank shall be responsible only for performing those functions specifically set forth in this Agreement and shall not be subject to any other duties or responsibilities to the Donors, including, without limitation, any duties or obligations that might otherwise apply to a fiduciary or trustee under general principles of trust or fiduciary law. Nothing in this Agreement shall be considered a waiver of any privileges or immunities of the IBRD and XXX under their Articles of Agreement or any applicable law, all of which are expressly reserved.

  • Administration of the Plan a. The Plan will be administered by the Company in accordance with its terms and the costs of administration shall be the responsibility of the Company. Upon determination of each Quarterly Profit calculation, such calculation shall be forwarded to the Chair of the Union Negotiating Committee accompanied by a Certificate of Officer signed by the Chief Financial Officer of the Company, providing a detailed description of any adjustments made to Earnings Before Income and Taxes and stating that Profit was determined in accordance with GAAP and that Quarterly Profit was calculated in accordance with this Section.

  • Administration of the Bank a. The Committee maintains records of employees participating, receives requests, verifies validity, approves, and communicates actions to members and to the District.

  • ADMINISTRATION OF THE CONTRACT 2.2.1 The Architect will provide administration of the Contract as hereinafter described.

  • Administration of the Mortgage Loans (a) All of the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Mortgage Loans and Administered REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced Mortgage Loans as are specifically provided for herein. All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21.

  • Administration of Equipment 24 6.4.1. Records and Schedules of Equipment...................................................................24 6.4.2. Dispositions of Equipment............................................................................24 6.5.

  • Compensation of the Adviser For all of the services to be rendered and payments to be made as provided in this Agreement, as of the last business day of each month, the Fund will pay you a fee at the annual rate of 1.50% of the average value of its daily net assets. The average value of the daily net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust or a resolution of the Board, if required. If, pursuant to such provisions, the determination of net asset value of the Fund is suspended for any particular business day, then for the purposes of this paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the business day, or as of such other time as the value of the Fund's net assets may lawfully be determined, on that day. If the determination of the net asset value of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month).

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