Effect on Operating Agreement. Except as expressly modified herein, the Operating 22 Agreement is hereby ratified and confirmed and shall remain in full force and effect including, 23 without limitation, with respect to any right to recover Excess NOL and NOL Payments through 24 the end of the Operations Term as extended hereby. In the event of a conflict between the terms 25 of this Amendment and the terms of the Operating Agreement, the terms of this Amendment shall
Effect on Operating Agreement. Except to the extent expressly amended by this Amendment, the Operating Agreement remains in full force and effect. From and after the date hereof, all references to the Operating Agreement shall be deemed references to the Operating Agreement as amended hereby.
Effect on Operating Agreement. Except as amended and supplemented by this First Amendment, the Agreement of Lease shall remain in full force and effect and is incorporated herein.
Effect on Operating Agreement. Upon the effective date of the exercise of either the Put Option or the Call Option provided above, Full House's economic interest in the profits and losses of Belterra shall cease and terminate, except with respect to the rights to payment specifically provided in this Agreement. However, unless otherwise provided herein, the Operating Agreement shall remain in full force and effect, and unmodified in accordance with its terms.
Effect on Operating Agreement. The parties to this Agreement hereby agree that, on or prior to the Closing Date, to the extent required, they shall execute an amendment to the Operating Agreement (the "Operating Agreement Amendment") in form and substance reasonably satisfactory to the parties hereto to give effect to the Mergers, the Xxxxx Interest Purchase and the other transactions contemplated by this Agreement. Prior to the date of the Operating Agreement Amendment, each of the Target Shareholders and Xxxxx shall cause the Company to have in effect a Code Section 754 election for the taxable year including the Closing.
Effect on Operating Agreement. The Merger and the other transactions contemplated by this Agreement are intended by the parties to effect the transactions referred to in the Operating Agreement as the "Combination," with such modifications as are set forth herein. This Agreement sets forth and shall control in all respects the agreements of the parties concerning the combination of certain assets of the Company and certain assets of UAF and AgriMax as set forth herein and, as a result, shall replace and supersede the provisions of the Operating Agreement pertaining specifically to the manner of effecting the "Combination" and the representations, warranties and agreements contained in the Operating Agreement that were to have been given or made as of the effective date of the "Combination." In this regard, it is understood and agreed that this Agreement shall replace and supersede the representations and warranties of the parties contained in the Operating Agreement that were to have been given as of the "Transition Effective Date" (as defined in the Operating Agreement) and that the representations and warranties contained in the Operating Agreement have not been and will not be given pursuant to the Operating Agreement as of any date other than the "Effective Date" under the Operating Agreement. Except to the extent specifically indicated in this Section 5.4, this Agreement and the transactions contemplated hereby shall not otherwise alter or affect the obligations, rights, duties or liabilities of the parties under the Operating Agreement relating to the formation and operation of the Company prior to the Merger, including, without limitation, the representations, warranties and agreements made or given as of the "Effective Date" under the Operating Agreement and the indemnifications by AgriMax set forth in Section 20 of the Operating Agreement.
