XLV Sample Clauses

XLV. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
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XLV. ENFORCEABILITY
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XLV. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
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XLV. B. Each Lender shall notify the Agent promptly of any such Recovery by that Lender other than by payment through the Agent. If any Recovery subsequently has to be wholly or partly refunded by the Recovering Lender which paid an amount equal thereto to the Agent under sub-clause 17.1(a), each Lender to which any part of that amount was distributed shall, on request from the Recovering Lender, repay to the Recovering Lender such Lender's pro rata share of the amount which has to be refunded by the Recovering Lender.
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XLV. (a) Sellers shall, and shall cause their Affiliates to, take all steps necessary to cause the employment of each Business Employee employed by any Seller or its Affiliates (other than the Acquired Companies) to be transferred to an Acquired Company effective immediately prior to the Closing or to Buyer effective immediately upon the Closing, without any action required by any such Business Employee. To the extent an offer of employment is required to be made to any such Business Employee under applicable Law or as a result of any such Business Employee having an existing employment agreement with any Seller or any of its Affiliates (other than the Acquired Companies) pursuant to the immediately preceding sentence for the transfer of employment of such Business Employee to be effective upon the Closing, the applicable Acquired Company or Buyer shall make an offer of employment to each such Business Employee of the applicable Acquired Company or Buyer shall assume the applicable employment agreement for such transfer of employment to be effective immediately prior to the Closing if by an Acquired Company or immediately upon Closing if by Buyer; provided, however, that Buyer shall only be required to assume any employment agreement of a Business Employee to the extent such employment agreement is set forth on Section 7.6(a) of the Company Disclosure Schedule, and Buyer shall not assume and Sellers shall not allow for the assignment of any employment agreement to an Acquired Company as contemplated by this Section 7.6(a) unless such employment agreement is set forth on Section 7.6(a). Each Business Employee whose employment is transferred to an Acquired Company immediately prior to the Closing or to Buyer immediately upon the Closing is referred to herein as a “Transferred Employee”. Subject and in addition to the requirements of any applicable Law relating to employees’ acquired rights, the applicable Acquired Company or Buyer shall provide to each Transferred Employee immediately prior to the Closing, the same or reasonably equivalent, in such Acquired Company’s or Buyer’s reasonable discretion, (i) position, title, duties and other terms and conditions of employment in effect for such Transferred Employee immediately prior to their transfer to such company and (ii) base salary or base wage rate in effect for such Transferred Employee immediately prior to their transfer to such company.
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XLV expand the data communication network, whenever the average response time exceeds the initially established; XLVI. treat the information (data) of the CAIXA in its computer environment, if so defined by the Contractor, for making feasible new products and services, assuring a high safety level and absolute secret;
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XLV. 4. Where the total estimated maximum value of a procurement over its entire duration is not known, the procurement shall be covered by this Chapter.
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XLV. 14.01 Landlord's Default............................................ xlv 14.02 Tenant's Remedies............................................. xlvi 14.03 Tenant's Remedies Not Exclusive............................... xlvi
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XLV. 45.1 Restatement of Original Leases --------------------------------- . This Lease amends, consolidates and restates in their entirety the Original Leases, and, to the extent applicable, shall constitute an assignment by each lessee under the Original Leases to all parties constituting "Lessee" hereunder, jointly and severally. Lessor and Xxxxxx acknowledge and agree that from and after the Restatement Date, Lessee shall occupy the Leased Property of each Facility pursuant to the Original Leases, as amended, consolidated and restated by this Lease. Notwithstanding the foregoing amendment, consolidation and restatement of the Original Leases, the following obligations of Lessee under the Original Leases, prior to amendment hereby, shall be preserved and continue subsequent to such termination: (a) The applicable "Lessee" under each Original Lease shall remain responsible for and shall indemnify and hold Lessor harmless from and against any and all claims, liabilities, damages, actions and causes of action, costs and expenses, including attorneys' fees, for which such Person is responsible pursuant to the Original Leases and which accrue or have accrued on or before the Restatement Date. (b) The applicable "Lessee" under each Original Lease shall remain responsible for all obligations of the lessee under each applicable Original Lease which have accrued on or before the Restatement Date until full and complete payment and/or performance of the same. ARTICLE XLVI. -------------- 46.1
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Related to XLV

  • Reorganization Treatment Neither Parent, Merger Sub nor any other Affiliate of Parent has taken or agreed to take (or failed to take or agree to take) any action or knows of any facts or circumstances that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

  • Adjustment for Reorganization Consolidation Merger Etc In case of any reorganization of the Company (or any other corporation, the securities of which are at the time receivable on the exercise of this Warrant) after the Grant Date or in case after such date the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, the Holder of this Warrant upon the exercise thereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 8.1; in each such case, the terms of this Warrant shall be applicable to the securities or property receivable upon the exercise of this Warrant after such consummation.

  • Treatment of Shared Contracts (a) Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1, unless the Parties otherwise agree or the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.8 are expressly conveyed to the applicable Party pursuant to this Agreement or an Ancillary Agreement, any contract or agreement, a portion of which is a SpinCo Contract, but the remainder of which is a Parent Asset (any such contract or agreement, a “Shared Contract”), shall be assigned in relevant part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Effective Time, so that each Party or the member of its Group shall, as of the Effective Time, be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to its respective businesses; provided, however, that (i) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, then the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions (including by providing prompt notice to the other Party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such other Party the ability to exercise any applicable rights under such Shared Contract) to cause a member of the SpinCo Group or the Parent Group, as the case may be, to receive the rights and benefits of that portion of each Shared Contract that relates to the SpinCo Business or the Parent Business, as the case may be (in each case, to the extent so related), as if such Shared Contract had been assigned to a member of the applicable Group (or amended to allow a member of the applicable Group to exercise applicable rights under such Shared Contract) pursuant to this Section 2.8, and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement), as if such Liabilities had been assumed by a member of the applicable Group pursuant to this Section 2.8.

  • Accounting Methods and Financial Records Maintain a system of accounting, and keep such books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

  • Rights of acquisition etc LR9.1 Tenant's contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in other land None.

  • Reorganization, Consolidation, Merger, etc In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

  • Replacement of Securities upon Reorganization, etc In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

  • Sale of Assets, Consolidation, Merger, Dissolution, Etc Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, directly or indirectly,

  • Reorganization, etc To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer, any security or debt instrument of which is or was held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer, and to pay calls or subscriptions with respect to any security or debt instrument held in the Trust;

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