Assumed Sample Clauses

Assumed. For purposes of this Agreement, a stock option, share of restricted stock, restricted stock unit or performance share shall be considered “Assumed” if all of the following conditions are met:
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Assumed. Reinsurance other than for Licensing or Financial Rating purposes.
Assumed. INVESTMENT The investment rate upon which we base variable RATE (AIR) Annuity Payments. L40529-NY01 4 ------------------------------------------------------------------------------ DEFINITIONS (CONTINUED) ------------------------------------------------------------------------------ AUTHORIZED REQUEST A request that is received by the Service Center in good order (that is, in a form that is satisfactory to the Company). BENEFICIARY The designated person(s) or entity(ies) to whom we will pay the death benefit under this contract. You name the Beneficiary(ies) at issue. You may later change the Beneficiary(ies) by Authorized Request as described in the Change of Beneficiary provision of this contract. For jointly owned contracts, the surviving Joint Owner is the sole primary Beneficiary. Spousal Joint Owners may also name contingent Beneficiaries. For tax reasons non-spousal Joint Owners cannot name contingent Beneficiaries. BUSINESS DAY Each day on which the New York Stock Exchange is open for trading, except when an Investment Option does not value its shares. Our Business Day closes when regular trading on the New York Stock Exchange closes, which is usually at 4:00 p.m. Eastern Time. We will process any instructions received after the close of any Business Day on the next Business Day. CONTRACT ANNIVERSARY A 12-month anniversary of the Issue Date of this contract.
Assumed. Liabilities Subject to the terms and conditions of -------------------- this Agreement, at the Closing the Buyer shall assume and pay, perform and discharge when due those, and only those, obligations and liabilities of Seller (i) under the Business Contracts listed on Exhibit A attached hereto ---------- (collectively referred to herein as the "ASSIGNED CONTRACTS"), but only to the extent that such obligations and liabilities first accrued or arose after the Closing Date for reasons other than any breach, violation or default by Seller of the terms of the Assigned Contracts and (ii) those miscellaneous and sundry liabilities specifically listed on Section 2.2.1 of the Seller Disclosure Schedule (the obligations and liabilities under (i) and (ii) collectively referred to herein as the "ASSUMED LIABILITIES").
Assumed. To the extent a party hereto has been unable to obtain any governmental or any third party consents or approvals required under applicable law for the transfer of any Asset and to the extent not otherwise prohibited by the terms of any Assumed Contract or Partially Assumed Contract, Seller and its Affiliates shall continue to be bound by the terms of such applicable Assumed Contract or Partially Assumed Contract, as the case may be, and Buyer shall pay, perform and discharge fully all of the obligations of Seller and its Affiliates thereunder (but as to any Partially Assumed Contract, only to the extent provided in the Partial Contract Assignment) from and after the Closing to the extent that the corresponding benefit is received. Seller shall, without consideration therefor, pay, assign and remit to Buyer promptly all monies, rights and other consideration received in respect of such performance. To the extent permitted by law, Seller and its Affiliates shall exercise or exploit their rights in respect of such Assets only as reasonably directed by Buyer and at Buyer’s expense. Each party hereto shall continue to use reasonable best efforts to obtain at the earliest practicable date all unobtained consents or approvals required to be obtained by it in connection with the transfer of the Assets or performance of any Ancillary Agreement; provided, that, except as set forth in Section 6.13, neither Seller, Buyer nor any of their Affiliates shall be required to pay any consideration, other than a de minimis amount, in connection with such consents or approvals unless Buyer agrees to pay such amounts. If and when any such consents or approvals shall be obtained, then Seller and its Affiliates shall promptly (i) assign their rights and obligations thereunder to Buyer without payment of consideration and Buyer shall, without the payment of any consideration therefor, assume such rights and obligations or (ii) perform under the Ancillary Agreement, as applicable. Each party shall execute such good and sufficient instruments as may be necessary to evidence such assignment and assumption.
Assumed. BioTime Liabilities shall have the meaning set forth in Section 1.3(c).
Assumed. Liabilities of such Exercising Buyer; (iii) any claims made by third parties (other than any Seller Indemnitee) against any Seller Indemnitee or other Exercising Buyer (or its Buyer Indemnitees) arising with respect to injury or death, or loss or damage to, or loss of use of property of such third party after the Closing Date caused by the negligence, gross negligence, or willful misconduct of such Exercising Buyer (“Seller Third Party Indemnity Claims”); and (iv) any and all taxes (or the nonpayment thereof) of such Exercising Buyer that are due and payable with respect to any period of time arising from and after the Closing Date.
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Assumed. Interconnection Feasibility Study Agreement (GEN-2007-005) dated as of February 19, 2007 by Higher Power Energy and Southwest Power Pool, Inc., a corporation existing under the laws of the State of Arkansas, with accompanying letter dated February 23, 2007 from Southwest Power Pool to Xxxxxxx X. Xxxxx P.E. Inc. regarding Feasibility Study GEN-2007-005. Interconnection Feasibility Study Agreement (GEN-2007-048) dated as of October 23, 2007 by Higher Power Energy and Southwest Power Pool, Inc., a corporation existing under the laws of the State of Arkansas, along with accompanying letters dated October 18, 2007 and October 25, 2007, respectively, each from Southwest Power Pool to Xxxx Xxxxxxxx at Higher Power Energy regarding Feasibility Study GEN-2007-048, and along with other accompanying documentation. EXHIBIT H HIGHER POWER DEVELOPMENT SERVICES · Community Support and Involvement o Encumbrance Research o Education and Charity o Ongoing Community Relations · Met Tower Installation o Wind Data Collection · Interconnect Agreement o Feasibility Study o Impact Study o Facility Study · Transmission Agreement · Site Survey · Environmental Study · Geotechnical Study · Wind Study · Wind Farm Design Input · Local Permits · Title Work (as necessary to render title reasonably acceptable to a lender exercising Prudent Wind Energy Practices, including:) o Pursuing appropriate noninterference/nondisturbance agreements with oil and gas operators and pipeline operators and holders of mortgages o Assist in obtaining title insurance
Assumed. (a) all Liabilities of Sellers arising from the Assigned Contracts, solely to the extent arising from periods occurring after the Closing and excluding, for the avoidance of doubt, any Liabilities contemplated by Section 1.4(e);
Assumed. NAMES Borrower does not originate Mortgage Loans or otherwise conduct business under any names other than its legal name and the assumed names set forth on Exhibit G. Borrower has made all filings and taken all other action as may be required under the laws of any jurisdiction in which it originates Mortgage Loans or otherwise conducts business under any assumed name. Borrower's use of the assumed names set forth on Exhibit G does not conflict with any other Person's legal rights to any such name, nor otherwise give rise to any liability by Borrower to any other Person. Borrower may amend Exhibit G to add or delete any assumed names used by Borrower to conduct business. An amendment to Exhibit G to add an assumed name is not effective until Borrower has delivered to Lender an assumed name certificate in the jurisdictions in which the assumed name is to be used, which must be satisfactory in form and content to Lender in its sole discretion. In connection with any amendment to delete a name from Exhibit G, Borrower represents and warrants that it has ceased using that assumed name in all jurisdictions. 6.17. SERVICING Exhibit C is a true and complete list of Borrower's Servicing Portfolio. All of Borrower's Servicing Contracts are in full force and effect, and are unencumbered by Liens other than Liens disclosed in Exhibit C. No default or event that, with notice or lapse of time or both, would become a default, exists under any of Borrower's Servicing Contracts. END OF ARTICLE 6
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