Officers and Manager Sample Clauses

Officers and Manager. Section 4.3 Consents and Approvals; No Violation (the Company) Section 4.4 Litigation Section 4.5(a) Material Contracts Section 4.5(b) Material Contract Defaults Section 4.5(c) Government Contracts Section 4.6(a) Permits Section 4.6(b) Permits Exceptions Section 4.7 Compliance with Laws and Orders Section 4.8(a) Employees Section 4.8(a) Labor Contracts Section 4.9(a) Benefit Plans Section 4.9(c) Compliance with Benefit Plans Section 4.9(e) Claims or Proceedings regarding Benefit Plans Section 4.9(d) Employee Pension Benefit Plans; Multiemployer Plans Section 4.9(f) Payments to Employees Section 4.9(e) Benefits Beyond Termination Section 4.10(a) Company Intellectual Property Section 4.10(b) Licensed Intellectual Property; Notice of Intellectual Property Violations Section 4.10(a) Taxes Section 4.12 Financial Statements Section 4.13 Absence of Certain Changes Section 4.14 Accounts Receivable Section 4.16(a) Material Customers Section 4.16(b) Material Service Providers and Suppliers Section 4.17 Environmental Matters Section 4.18 Title to Assets Section 4.19 Sufficiency; Condition of Assets Section 4.20(a) Owned Real Property Section 4.20(b) Leased Real Property Section 4.20(c) Owned Real Property Exceptions Section 4.21(a) Non-Standard Items Section 4.21(c) Related Party Transactions with Seller or its Affiliates Section 4.22(a) Product Warranty and Product Liability Section 4.22(b) Warranty Issues Section 4.23(c) Unauthorized Access EXHIBITS Annex A – Accounting Principles Exhibit A – Flow of Funds Memo Exhibit B – Estimated Closing Statement Exhibit C – Assignment of Membership Interests Exhibit D – Transition Services Agreement Exhibit E – Assignment Exhibit F – Trademark Assignment Exhibit G – Binder Agreement Schedule 1.1 – Exclusions from Indebtedness; Permitted Encumbrances Schedule 2.5(e) – Resignations Schedule 6.1(b) – Other Exceptions to Interim Operating Covenants Schedule 6.6(a) – Severance Schedule 6.6(i) – Participants in Seller’s Nonqualified Deferred Compensation Plans Schedule 6.13 – Other FRP Offering Assets MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”), dated March 8, 2024, is among National Oilwell Varco, L.P., a Delaware limited partnership (“Seller”), CEMC Services, LLC, a Delaware limited liability company (“Buyer”), and solely for the purposes of Section 6.3(c) (Confidentiality) and Section 6.12 (Buyer Guarantor), Arcosa, Inc., a Delaware corporation (“Buyer Guarantor”). Each of...
Sample 1
AutoNDA by SimpleDocs

Related to Officers and Manager

  • Independent Contractor The Contractor and its employees, agents, representatives, and subcontractors are independent contractors and not employees or agents of the State of Florida and are not entitled to State of Florida benefits. The Department and Customer will not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all its subcontracts under the Contract.

  • Services FASC agrees to provide to the Adviser the services indicated in Exhibit A to this Agreement (the “Services”).

  • Authority Each party represents that it is authorized to bind to the terms of this DPA, including confidentiality and destruction of Student Data and any portion thereof contained therein, all related or associated institutions, individuals, employees or contractors who may have access to the Student Data and/or any portion thereof.

  • Relationship of the Parties Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership between them.

  • Duties The Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Cooperation The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

  • SENIORITY 10.1 Seniority shall be defined as an employee's uninterrupted length of continuous service as a bargaining unit member. Each employee’s seniority date shall be computed from his/her first workday on the job as a bargaining unit member. Substitute employees shall not accumulate seniority and are not subject to any of the terms of this Agreement.

  • Tax Matters The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date:

  • Training a. The employer, in consultation with the local, shall be responsible for developing and implementing an ongoing harassment and sexual harassment awareness program for all employees. Where a program currently exists and meets the criteria listed in this agreement, such a program shall be deemed to satisfy the provisions of this article. This awareness program shall initially be for all employees and shall be scheduled at least once annually for all new employees to attend.

Time is Money Join Law Insider Premium to draft better contracts faster.