Certain Entities Sample Clauses

Certain Entities. Seller agrees to, in a manner and on terms reasonably satisfactory to Buyer and the CB Parties, convert each entity to be transferred pursuant to this Agreement from a corporation into a New York or Delaware limited liability company taxable as a partnership prior to the contribution of such entities to Newco (if applicable) or the transfer of such entities directly to Buyer at the Closing or after the Closing pursuant to Section 9.3 hereof, as the case may be, including, without limitation, the entities identified on Schedule 4.12 of the Disclosure Schedules (but excluding Insignia Yacht Haven Corp., Insignia USVI Corp. and Insignia Nautica, Inc.), provided that Buyer provides written notice to Seller or the Surviving Corporation, as applicable, requesting such conversion at least fifteen (15) Business Days prior to the intended transfer pursuant to Section 4.1 or Section 9.3, as the case may be.

Certain Entities. Zeltiq may prohibit Distributor from providing Products to any entity or person that it reasonably believes is using the Products in violation of: (i) the terms of this Agreement or any Customer Agreement (as defined below), or (ii) any law, regulation, policy, guideline, order, or similar authority issued by a federal, state or local government or any agency, board or commission thereof.

Certain Entities. If Seller or Parent Guarantor is a partnership, limited liability company, or other unincorporated association, then: (a) Parent Guarantor's liability shall not be impaired by changes in the name or composition of Seller or Parent Guarantor; and (b) the withdrawal or removal of any partner(s) or member(s) of Seller or Parent Guarantor shall not diminish Parent Guarantor's liability or (if Parent Guarantor is a partnership) the liability of any withdrawing general partner of Parent Guarantor.

Certain Entities. Guarantor’s liability shall not be impaired by changes in the name or composition of Seller or Guarantor; and the withdrawal or removal of any member(s) of Seller or Guarantor shall not diminish Guarantor’s liability.

Certain Entities. Nothing in this Agreement will restrict, or impose ---------------- on Buyer any obligations with respect to, procurement, sales or other activities (i) relating to services of any kind or to products or parts other than PET Products and Exclusive Parts, (ii) conducted through any entity acquired after the date hereof if less than 15% of its revenues are derived from activities prohibited by paragraph (d) or (iii) conducted through joint ventures, licenses or other entities in which Buyer does not own a 100% equity interest; provided that on request from Seller, with respect to a joint venture or other entity owned more than 50% but less than 100% by Buyer. Buyer will use commercially reasonable efforts (without being required to incur any expense) to persuade any other owners thereof to agree that the entity will abide by EXHIBIT E some or all of the terms of this Agreement. Seller confirms that it does not currently own, and will not acquire during the term of the restriction in paragraph (d) above, more than 50% but less than 100% of the equity that derives more than 15% of its revenues from activities prohibited by paragraph (d).

Certain Entities. EnteroMedics may prohibit Distributor from providing Products to any entity or person that it reasonably believes is using the Products in violation of: (i) the terms of this Agreement, or (ii) any law, regulation, policy, guideline, order, or similar authority issued by a federal, state or local government or any agency, board or commission thereof.

Certain Entities. Susquehanna Ad Net, Inc., a Pennsylvania corporation, KTHX Radio, Inc., a Nevada corporation, KTHX License Investment Co., a Nevada corporation, and Susquehanna Energy Ventures, Inc., a Pennsylvania corporation, as of the Closing Date have substantially no assets or liabilities and it is the current intent of the Company to dissolve those entities. Accordingly, they are excluded as of the Closing Date from the definition of "Subsidiaries" as that term applies to "Subsidiaries of the Company". If at any time any of those - 77 - 87 entities acquire assets, it shall automatically be deemed to be a "Subsidiary" of the Company and the Company shall cause such entities to execute the Subsidiary Pledge, the Subsidiary Suretyship, the Security Agreement and take such other action as is required of Subsidiaries of the Company under this Agreement.