Holdings LLC Sample Clauses

Holdings LLC. Holdings LLC hereby represents and warrants to the Company the following:
Sample 1
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Holdings LLC. Holdings LLC hereby represents and warrants to MB the following:
Sample 1
Holdings LLC. In consideration of Buyer’s execution of that certain Agreement of Sale and Purchase (the “Agreement”) to which this “Joinder” is attached (and of which it forms a part), the undersigned hereby guarantees to Buyer the timely payment of all liabilities of Rockpoint under the Agreement, solely to the extent arising (a) as a result of a breach of any Fundamental Representation, subject to the Fundamental Representations Cap and the Fundamental Representations Survival Period, (b) as a result of a breach of any other of Rockpoint’s representations and warranties set forth in Section 6.1, subject to the Post-Closing Breach Liability Cap and the Survival Period, (c) pursuant to Rockpoint’s obligation under Section 9.8(b) to indemnify Buyer for Transfer Taxes and (d) pursuant to Rockpoint’s obligation under Section 9.2 to pay to Buyer an amount equal to the Extension Deposit actually released to Rockpoint or its designee pursuant to Section 9.2. Capitalized terms used in this Joinder and not otherwise defined herein shall have the same meanings as set forth in the Agreement. Further, the undersigned agrees, for the benefit of Buyer, that on the Closing Date it shall keep the net worth of Rockpoint at an amount equal to the Post-Closing Breach Liability Cap, minus the sum of amounts previously paid under the representations and warranties that are subject to such Post-Closing Breach Liability Cap plus amounts previously paid under the representations and warranties that are subject to such Post-Closing Breach Liability Cap (as defined in the Other Purchase Agreement), such covenant to survive for the duration of the Extended Survival Period (as hereinafter defined); provided, however, that upon the expiration of the Extended Survival Period, the undersigned shall keep the net worth of Rockpoint at an amount not less than the product of (x) Rockpoint’s Share multiplied by (y) $281,000 multiplied by (z) 110% (“Rockpoint’s Potential Transfer Tax Liability”) until the date that is four (4) years after the Closing Date (the “Transfer Tax Survival Period”). Without limiting the generality of the foregoing, such net worth may be achieved without limitation, by the undersigned executing and delivering a demand promissory note in the amount of the Post-Closing Breach Liability Cap, from the undersigned in favor of Rockpoint in the form of Schedule 4 attached to the Agreement (the “Demand Note”), which such Demand Note shall remain in effect for the duration of the Survival...
Sample 1

Related to Holdings LLC

  • 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.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Financial Management (a) The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.09 of the Standard Conditions.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • Holdings The term "Holdings" shall have the meaning set forth in the preface.

  • General Management In the discharge of its general duty to manage the successful performance of the Services, Vendor shall:

  • Special Situations The parties recognize that under certain circumstances a Change in Control may occur under conditions which make it inappropriate for Employee to receive the termination benefits or protection set forth in this Agreement. Therefore, in the event that a Change in Control occurs for any one of the following reasons, the provisions of Sections 2, 6 and 9 shall not apply:

  • Energy 1. Cooperation shall take place within the principles of the market economy and the European Energy Charter, against a background of the progressive integration of the energy markets in Europe.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

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