Brandywine Sample Clauses

Brandywine. Recipient understands and agrees that, for so long as Brandywine serves as the Company’s advisor, all inquiries, requests for information and other communications with the Company, including any notices to be delivered pursuant to this Agreement, shall be made only through Brandywine. Recipient agrees to defend, indemnify and hold Brandywine and its agents, employees and representatives, harmless from any claim, demand, damage, reasonable expense, liability, loss, suit and/or causes of action whatsoever, which is not a result of Brandywine’s gross negligence, willful misconduct, or wrongful action, by reason of any injury or damage which has been sustained or may be sustained as a result of this Agreement, or is related to the Transaction.
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Brandywine. Subject to the terms and conditions of ---------- this Section 5.4, at the Closing, the Sellers shall provide a guarantee to the Purchaser in form and substance reasonably acceptable to the Sellers and the Purchaser (the "Seller Guarantee"), as to the adequacy of the recorded reserves for losses and loss adjustment expenses as of the Closing for certain Insurance Company subsidiaries of Brandywine Holdings Corporation as well as with respect to such other liabilities of the Domestic Insurance Companies as the Purchaser may reasonably request (the "Guaranteed Reserves"). The Seller Guarantee shall indemnify the Purchaser or the Purchaser's subsidiaries against unanticipated increases in the Guaranteed Reserves in an aggregate amount as shall be agreed to by the parties. In exchange for and in full replacement of the Seller Guarantee, the Sellers may, at its option, obtain reinsurance (the "Replacement Reinsurance") from a mutually agreed upon third-party reinsurer to directly indemnify certain of the Domestic Insurance Companies against unanticipated increases in the Guaranteed Reserves in the same aggregate amount as has been agreed pursuant to the second sentence of this Section 5.4. In the event that, for whatever reason, Replacement Reinsurance has not been obtained at the Closing, then the Seller Guarantee shall automatically be void ab initio and shall be of no further force and effect immediately prior to the Closing without any action on the part of any person, and the Sellers shall have no liability or obligation whatsoever to the Purchaser or any subsidiary or affiliate of the Purchaser, including, without limitation, the Purchaser's Insurance Company subsidiaries, with respect to such Seller Guarantee.
Sample 1
Brandywine. Each Seller Party hereby makes the representations and warranties of such Seller Party set forth in Exhibit D to the extent set forth thereon.
Sample 1

Related to Brandywine

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • HOSPITALITY Purchaser is to provide the location , name and address of the closest significant children’s entertainment complex and/or educational facility.

  • REIT A “real estate investment trust” under Sections 856 through 860 of the Code or as may be amended. Sale or Sales. Any transaction or series of transactions whereby: (i) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including the lease of any Real Property consisting of a building only, and including any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (ii) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Corporation or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (iii) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Company or the Operating Partnership as a co-venturer or partner sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including any event with respect to any Real Property which gives rise to insurance claims or condemnation awards; or (iv) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Real Estate Related Asset or portion thereof (including with respect to any Mortgage, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) of amounts owed pursuant to such Mortgage and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (v) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof, but not including any transaction or series of transactions specified in clauses (i) through (v) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter.

  • Management of Partnership (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of Nebraska. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $ .00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $ .00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of$ .00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $ .00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following:

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Management Company 14 Maturity....................................................................14

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • Millwright In the case of a job site located outside a millwright’s region of residence, the employer may assign a millwright holding a journeyman competency certificate or an apprentice competency certificate anywhere in Quebec, provided the millwright has worked 1,500 or more hours for the employer in the construction industry in Quebec or elsewhere in Canada during the first 24 months of the 26 months preceding the issuance or renewal of his competency certificate, as follows:

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

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