Specific Transactions Sample Clauses

Specific Transactions. (i) No Material Event shall have occurred on or after the date of this Agreement, and (ii) no Material Event is pending.

Specific Transactions. Without limiting the generality of the foregoing, it is hereby acknowledged and agreed that the General Partner shall be permitted to bargain for and accept the following transactions connected with the business of the Partnership, subject to the terms of any other agreement among the Limited Partners.

Specific Transactions. 1. It is agreed that WCE shall effect the following at or prior to the Closing: (a) The distribution to the parties entitled to receive the same of all sums now or hereafter held by it for the benefit of the General Partners identified in the Partnerships Merger Agreement as set forth on Schedule IV.B.1.(a). attached hereto. (b) The resignation by WCE as general partner of W-C Energy, Ltd., a Texas limited partnership, and the withdrawal of WCE from such limited partnership or the transfer of its interest in such limited partnership to an entity designated by STOCKHOLDERS. (c) The transfer and delivery to STOCKHOLDERS or such entity as they may designate of the following assets: (i) All furniture, fixtures, and furnishings (including specifically all computers, software, and communication equipment) in the offices of WCE at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇; (ii) the following motor vehicles: (A) 1994 Lexus GS 300 I.D. #▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇; License #S85P22 In Plano, Texas (B) 2001 Ford XLT Supercab Pickup I.D. #▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇; License #6B2K85 In Plano, Texas (iii) the following depository or investments accounts with Union Bank of California, N.A., and the sums on deposit therein or assets thereof: (A) Demand Deposit Account Number 4560000249; (B) Investment Account Number 793645; and (C) Lockbox Number 51482, (iv) Demand Deposit Account Number 0084721573 at Compass Bank, and the sum on deposit therein; (v) Demand Deposit Account Number ▇▇▇▇▇▇▇▇ at Compass Bank, and the sum on deposit therein; (vi) Safe Deposit Box Number 606, at Compass Bank, in Plano, Texas, and the contents thereof; (vii) all accounts receivable by WCE, including specifically accounts owing by entities which are affiliated with it (including the Partnerships named in the Partnerships Merger Agreement); and (viii) all Texas Stadium Bonds issued by the City of Irving, Texas, and the seat and ticket options associated therewith; or the sale of such assets and the distribution of the proceeds of such sales to STOCKHOLDERS or such entity as they may designate. (d) The grant, transfer, assignment and conveyance to STOCKHOLDERS or their designee of the oil and gas properties and interests included in the WCE Excluded Assets and any other oil and gas properties and interests acquired by WCE pursuant to the Agreement and Plan of Merger dated December 5, 2000, between it and Wild Card Natural Resources, Inc. (e) Such other and further acts as are necessary to vest in STOCKHOLDERS or thei...

Specific Transactions. Without limiting the generality of the foregoing, it is hereby acknowledged and agreed that the Manager shall be permitted to bargain for and accept the following transactions connected with the business of the LLC, subject to the terms of any other agreement among the Members: The LLC shall pay its own general administrative and operating expenses. It shall reimburse the Manager for any expenses incurred by the Manager that are properly considered ordinary and reasonable business expenses of the LLC, including without limiting the generality of the foregoing, stationery, office supplies, postage, accounting and legal fees related to the LLC’s business, notary, document preparation fees and escrow fees payable by the lender, and other ordinary and reasonable business expenses.

Specific Transactions. The Managing Director may, from time to time, specify that Directors or Key Management Personnel (or particular Directors and members of the Key Management Personnel) are restricted from dealing in the securities of other companies which Traffic Technologies or its subsidiaries may have a close relationship with, such as companies involved in material commercial discussions with Traffic Technologies or one of its subsidiaries.

Specific Transactions. Seller shall, unless otherwise consented to by Buyer, which consent shall not be unreasonably withheld: (a) refrain from making any material change in any of its existing contracts or commitments pertaining to the Business, except as such changes occur in the ordinary course of business; (b) except as otherwise directed by Buyer in writing and without making any commitment on Buyer’s behalf, keep available the services of its officers, employees and agents and maintain its relations and goodwill with suppliers, customers, employees, agents and others having business relationships with the Business with such obligation ending as of the Closing Date; (c) refrain from subjecting any of the Purchased Assets, to any lien, encumbrance, security interest or other claim of any kind other than encumbrances described in Schedule 4.06; (d) refrain from selling, assigning, transferring or otherwise disposing of any of the Purchased Assets, except for sales of inventory in the ordinary course of business; (e) refrain from modifying, amending, altering or terminating (whether by written or oral agreement, or any manner of action or inaction) any of the Customer Contracts, or entering into any arrangement related to the Customer Contracts or parties thereunder which is outside of the ordinary course of business with such obligation ending as of the Closing Date; and (f) materially comply with all Legal Requirements and contractual obligations applicable to the operations of the Business with such obligation ending as of the Closing Date.

Specific Transactions. 7.1 To the extent contemplated by the Prospectus and subject to this Agreement, the Investment Manager may: (A) effect transactions in Investments the prices of which may be stabilised; (B) arrange or effect transactions in futures and/or contracts for differences and/or in options thereon, and/or transactions in options other than options on futures or contracts for differences. The Investment Manager may debit the Portfolio with any sums required to pay or supplement any deposit or margin in support of any such transaction. The investment Manager may exercise its discretion in managing the Portfolio to settle or close out outstanding obligations without reference to the Fund or the Master Fund; (C) arrange or effect transactions in Investments which are not readily realisable Investments.

Specific Transactions. 1. Attached as Schedule IV.C.1. hereto are descriptions of certain specific transactions heretofore conducted by WCE and Limited Partnerships. There will be no adjustments to any Merger Consideration as a result of any transaction so described. 2. Each Limited Partnership which is a member of W-C Energy, Ltd., a Texas limited partnership, will withdraw from W-C Energy, Ltd. and will transfer and assign to an entity or entities designated by it, all of the properties and assets distributed to it from W-C Energy, Ltd., free and clear of this Agreement. 3. WC 98 and ▇▇ ▇▇▇▇ will sell, transfer, assign and convey to ▇▇▇▇-▇▇▇▇▇▇ PARTNERS I, LTD., a Texas limited partnership, without warranty of title, express or implied, an undivided one-fourth (1/4) interest in and to all of the rights, titles and interests now owned or claimed by them in oil, gas and minerals and oil, gas and mineral leases and leasehold assets in and under lands within the Arkoma Block, for such consideration as they may deem proper. 4. Those Limited Partnerships which own Properties in such lands will enter into and execute joint operating agreements with ▇▇▇▇-▇▇▇▇▇▇ Partners I, Ltd. of the form attached as Appendix VII-A hereto, covering all of the rights, titles and interests now owned or claimed by any of them in and to the lands described on the schedule attached as Appendix IV hereto (the "Exploration Areas"), insofar, and only insofar, as such rights, titles and interests cover and relate to the specific geologic intervals, zones or formations described on such Appendix IV.

Specific Transactions. The Partnership, and the General Partner on behalf of the Partnership, may enter into, execute, deliver and perform any and all documents relating to the transactions contemplated in the Offering Memorandum of the Partnership and SFG Capital Corporation, regarding the 9 7/8% Senior Subordinated Notes due 2007, and the Credit Agreement, and all documents relating thereto, without any further act, vote or approval of any other Partner notwithstanding any other provision of this Agreement, the DRULPA or other applicable law, rule or regulation. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other agreements or documents on behalf of the Partnership.