Assignment to Incorporated Entity Sample Clauses

Assignment to Incorporated Entity. It is the intent of Xxxxx X. Xxxxxx and Levis X. Xxxxxxx to form prior to Closing a Virginia corporation to be known as Coddle Roasted Meats, Inc., or such other name as designated by them (the "Corporation"), and to assign their rights and obligations under this Agreement and the Transaction Documents (except for the Guaranty) to the Corporation to buy and hold the Purchased Assets in the name of the Corporation. Upon the due and proper formation of the Corporation in accordance with law, Seller hereby consents to such assignment and upon due and proper execution of resolutions of the Corporation in form reasonably approved by Seller, Seller will release Xxxxx X. Xxxxxx and Levis X. Xxxxxxx from any individual liability to Seller under this Agreement and the other Transaction Documents (except for the Guaranty), provided that nothing herein shall affect Seller's rights to retain the Nonrefundable Deposit as provided in Section 11.3.
Sample 1
AutoNDA by SimpleDocs
Assignment to Incorporated Entity. It is the intent of Xxxxx X. Xxxxxx and Levis X. Xxxxxxx to form prior to Closing a Virginia corporation to be known as Coddle Roasted Meats, Inc., or such other name as designated by them (the "Corporation"), and to assign their rights and obligations under this Agreement and the Transaction Documents (except for the Guaranty) to the Corporation to buy and hold the Purchased Assets in the name of the Corporation. Upon the due and proper formation of the Corporation in accordance with law, Seller hereby consents to such assignment and upon due and proper execution of resolutions of the Corporation in form reasonably approved by
Sample 1

Related to Assignment to Incorporated Entity

  • Recitals Incorporated The recitals of this Agreement are incorporated herein and made a part hereof.

  • Exhibits Incorporated All Exhibits attached are hereby incorporated into this Agreement.

  • Plan Incorporated Employee acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Shares shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

  • Schedules Incorporated The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

  • Due Incorporation, Etc The Trust Company is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power and authority, as the Owner Manager and/or in its individual capacity to the extent expressly provided herein or in the Lessor LLC Agreement, to enter into and perform its obligations under the Lessor LLC Agreement, this Agreement and each of the other Operative Documents to which it is or will be a party.

  • Recitals Incorporated; Definitions The foregoing recitals are true and correct and by this reference are incorporated herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

  • Documents Incorporated by Reference The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with Commission will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

  • DEFINITIONS AND INCORPORATION BY REFERENCE

  • Recitals Incorporated; Certain Defined Terms The Recitals set forth above are incorporated into this Amendment and shall be deemed terms and provisions hereof, the same as if fully set forth in this Paragraph 1. Capitalized terms that are used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Lease.

  • Incorporated In such case involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Time is Money Join Law Insider Premium to draft better contracts faster.