Operating Entity. The Operating Entity will operate the System in the Market. The Executive Committee of this Panhandle Cellular Partnership is empowered to pledge the entire interest of this Partnership in the Operating Entity as additional security for the obligations of the Operating Entity. It is anticipated that the Operating Entity will acquire equipment and working capital financing on a secured basis and pledge all of its own assets as security for such financing.
Operating Entity. Prior to Closing, the Parties will agree upon at least two acceptable entity names and Trinity Alps shall select a name from those two names and shall form a California domestic limited-liability company to act as the Mine’s operator (“Operating Entity”). Initially, the Operating Entity shall be seven percent (7%) owned by American Sierra and ninety three percent (93%) owned by Trinity Alps; however, the Operating Entity shall issue membership units to American Sierra as provided for in Section 3 above in contemplation of American Sierra’s exercise of the 75% Ownership Option or the resulting Intermediate Ownership Interest. Before the Operating Entity is formed and, in any event, prior to Closing, the Operating Entity’s operating agreement, and the contemplated post-formation minutes and/or actions by unanimous written consent must be approved by the Parties in writing.
Operating Entity. In addition, such Party and its Affiliates shall not use such Information except in connection with the transactions or the performance of the obligations of such Party or such Affiliate contemplated hereby or any other Transaction Document, the exercise of any rights hereunder or thereunder or as expressly provided for herein or therein. No Party or its Affiliates will disclose the Information of another Party or its Affiliates, the Company or a Local Operating Entity to its Affiliates or its or their directors, officers, employees, representatives or agents unless such Person has a reasonable need to know such Information in connection with the transactions or the performance of the obligations of such Party or such Affiliates contemplated hereby or any other Transaction Document, the exercise of any rights hereunder or thereunder or as expressly provided for herein or therein. No Party or its Affiliates shall release or disclose such Information to any other Person, except those among its auditors, attorneys, financial advisors, bankers and consultants having a need to know such Information in connection with the transactions or the performance of the obligations of such Party or such Affiliate contemplated hereby or any other Transaction Document, the exercise of any rights hereunder or thereunder, as required to comply with applicable Law or reporting requirements, or as expressly provided for herein or therein, or to actual or potential acquirers, collaborators, licensees, sub-licensees investment bankers, investors or lenders. Each Person receiving any such Information shall be subject to customary confidentiality obligations prior to such Person’s receipt of such Information and such Party shall be primarily liable and responsible for any breach of this Section 4.1 as if such Person was a party hereto. In addition, each Party and its Affiliates are permitted to disclose such Information to the extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting Patent, copyright and trademark applications, prosecuting or defending litigation related to this Agreement or any other Transaction Document, complying with applicable governmental regulations with respect to performance under this Agreement or any other Transaction Document or otherwise required by applicable Law. If a Party or any of its Affiliates (the “Compelled Party”) is requested to disclose any Information by any governmental or regulatory authority...
Operating Entity. An entity that operates and controls a portion of the bulk transmission system with the goal of ensuring reliable energy interchange between generators, loads, and other operating entities. Party or Parties – Party or Parties refers to each party to this Agreement or both, as applicable. Reciprocal Coordination Agreement – An agreement between Operating Entities to implement the reciprocal coordination procedures defined in the CMP. Reciprocal Coordinated Flowgate (RCF) – A Flowgate that is subject to reciprocal coordination by Operating Entities, under either this Agreement (with respect to Parties only) or a Reciprocal Coordination Agreement between one or more Parties and one or more Third Party Operating Entities. An RCF is:
