The Operating Agreement Sample Clauses

The Operating Agreement. The operating agreement of the Merger Sub in effect immediately prior to the Effective Time shall be the operating agreement of the Surviving Company (the “Operating Agreement”), until thereafter amended as provided therein or by applicable law.
The Operating Agreement. The LLC, and the Parties ----------------------- obligations and duties in connection therewith, shall be governed by the Operating Agreement which will be executed immediately prior to or concurrently with the Detoxahol Transfer, and is incorporated as though fully set forth herein.
The Operating Agreement. The list of documents comprising the Operating Agreement attached hereto as Schedule 2 to this Agreement is true, accurate and complete Operating Agreement and, except as set forth therein, the Operating Agreement has not been modified or amended. Neither Seller nor, to Seller's knowledge, any of the parties to the Operating Agreement is in default under the Operating Agreement that remains uncured (and Seller has no knowledge of any event or condition which, with the passage of time or the giving of notice, would constitute a material default thereunder). To Seller's knowledge, the Operating Agreement is in full force and effect. Notwithstanding anything to the contrary contained herein, Seller shall have no obligation or liability to Buyer with respect to any of the foregoing matters which shall be confirmed as correct in any Anchor Estoppel Certificate, determined on a case by case basis.
The Operating Agreement. The Parties hereto shall execute the Operating Agreement attached as Exhibit "C" contemporaneously with the execution of this Joint Venture Agreement. Article VI of the Operating Agreement is intended by the Parties to contain their full and complete understanding with respect to the development of the Contract Area and with respect to all oil and gas wells to be drilled by the Parties within the Contract Area. The Parties further agree to enter into separate Operating Agreements in the same form as Exhibit "C" for any Additional Contract Areas developed by the Parties.
The Operating Agreement. The respective rights and obligations of Oxis and Repine relating to the Company, its management and operations, and their ownership and disposition of their Shares, will be governed by the provisions of the Operating Agreement. To the extent there is any inconsistency between the provisions of this Agreement and the Operating Agreement, the provisions of this Agreement will govern.

Related to The Operating Agreement

  • Operating Agreement You haves received and read a copy of the Company’s Operating Agreement (the “Operating Agreement”) and agree that your execution of this Agreement constitutes your consent to and execution of the Operating Agreement, and that upon acceptance of this Agreement by the Company, you will become a member of the Company as a holder of Shares. When this Agreement is countersigned by the Company, the Operating Agreement shall be binding upon you as of the applicable closing date.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • AMENDING OPERATING AGREEMENT This Agreement may only be amended by an affirmative vote or consent of all Members.

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. Seller shall use commercially reasonable efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining each the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreement, which New Management shall contain, among other things, the terms described on Schedule 5 attached hereto. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer shall agree with Franchisor upon the form and content of the New Franchise Agreement on or before the expiration of the Review Period.

  • Marketing Agreement At the First Closing, the Investor shall have executed and delivered to the Corporation the Marketing Agreement.

  • Cooperation Agreement Pursuant to a cooperation agreement (the “Cooperation Agreement”), Bidco and GCP have, amongst other things, each agreed to cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition. In addition, Bidco has agreed to certain provisions if the Scheme should switch to an Offer. The Cooperation Agreement will terminate in certain circumstances, including if the Acquisition is withdrawn, terminated or lapses, a competing offer completes, becomes effective or is declared unconditional, or if prior to the Long Stop Date any Condition has been invoked by Bidco, if the GCP Directors withdraw their recommendation of the Acquisition or if the Scheme does not become effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and GCP. Pursuant to the terms of the Cooperation Agreement, Bidco undertakes that it will deliver a notice in writing to GCP on the last Business Day prior to the Sanction Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Scheme Conditions); or (ii) to the extent permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions. Bid Conduct Agreement Scape Living, iQ and Bidco have entered into the Bid Conduct Agreement, pursuant to which they have agreed certain principles in accordance with which they intend to cooperate in respect of the Acquisition. Pursuant to the Bid Conduct Agreement, it is agreed that each of Scape Living and iQ will make all material decisions with respect to the conduct of the Acquisition unanimously. The terms of the Bid Conduct Agreement also include an agreement not to pursue a competing proposal to the Acquisition with respect to GCP or take any action to frustrate the Acquisition or solicit or induce another person to make a competing proposal to the Acquisition, in each case for so long as the Bid Conduct Agreement is in force. The Bid Conduct Agreement will terminate in certain circumstances, including 14 days after the date on which the Acquisition becomes effective or wholly unconditional; at such time as the Acquisition is withdrawn or lapses; at such time as a competing bid in relation to GCP becomes effective or wholly unconditional; or at such time as the parties thereto agree.

  • Services Agreement The Company has entered into the Services Agreement with the Sponsor pursuant to which the Sponsor will make available to the Company general and administrative services including office space, utilities and secretarial support for the Company’s use for $10,000 per month, subject to adjustment as provided for in the Services Agreement. Prior to the consummation of a Business Combination, the Company shall not enter into any other arrangement for the provision of such services with any Insider that will require the Company to pay in excess of $10,000 per month for such services.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.