Certain Transaction. In connection with the execution and delivery of this Agreement, the Partnership shall execute and deliver the Management Agreement.
Certain Transaction. Except as set forth in a schedule (Schedule 4.18) attached hereto by Seller, there is no transaction, and no transaction now proposed, to which any Company was or is to be a party and in which any director or officer of such Company or any person owning of record or beneficially more than 10% of the outstanding capital stock of any class of any Company or any associate of any such person had or has a direct or indirect material interest.
Certain Transaction. In furtherance of and without limiting Article 6.1, until the Closing Date, Sellers shall cause the Company not to, without the prior written consent of Purchaser, increase or decrease its capital, issue new shares of capital stock, grant or issue any Encumbrance or right in respect of shares of capital stock of the Company, or declare, set aside, or pay any dividend or make any distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock.
Certain Transaction. Prior to the Closing Date, the Company shall, and the Sellers shall cause the Company to, use its reasonable best efforts to cause the subleasing of the Company's office space located at 0 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx for a rental amount not less than the prevailing market rental amount for comparable office space in Stamford, Connecticut.
Certain Transaction. Except as set forth on SCHEDULE 3.1(t) and except, in the case of Mercury and QELC, for any Indebtedness, relationships or interests that are not being assumed by or assigned to QRI pursuant hereto or that could not have any effect on the Mercury Properties or the QELC Properties or the operation thereof (a) none of QRI, QELC, Mercury or MGP is indebted directly or indirectly to any of its officers, directors, stockholders, members, partners or to their respective spouses or children in any amount whatsoever, (b) none of such officers, directors or stockholders, partners or members or any members of their immediate families, are indebted to QRI, QELC, Mercury or MGP or have any direct or indirect ownership interest in any person with which QRI, QELC, Mercury or MGP has a business relationship (other than ownership interests of less than 5% in a publicly traded company) or any person that competes with QRI, QELC, Mercury or MGP (other than ownership interests of less than 5% in a publicly traded competitor), and (c) no officer, director or 10% stockholder, partner or member or member of his immediate family, has a direct or material indirect financial interest in any material contract with QRI, QELC, Mercury or MGP other than, in the case of QELC, Mercury or MGP, employment arrangements and benefit plans.
Certain Transaction. Except as set forth in Section 5.20 of the Seller's Disclosure Schedule, none of the officers, directors, or employees of Seller is presently a party to any transaction with Seller (other than for services as officers, directors, and employees), including, without limitation, any contract, agreement, or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from, any officer, director, any such employee, any member of a family or any officer, director, or such employee or any corporation, partnership, trust, or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, or partner.
Certain Transaction. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depository, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee for any series of Debt Securities under the Indenture.
