Investment; Formation of Pep LLC Sample Clauses

Investment; Formation of Pep LLC. Section 9.10 of the Loan Agreement is hereby amended to add the following section “(t)” thereto: “and (t) notwithstanding the provisions of Section 9.10(g) hereof, Pep Boys may form Pep LLC, a single member limited liability company (“Pep LLC”), and contribute the Florida Real Property thereto; provided, that, each of the following conditions is satisfied: (i) Agent shall have received at least two (2) days prior to such formation, copies of the formation documents and the limited liability company agreement, and any such other documentation as Agent may request, (ii) on the date of such formation and after giving effect thereto, no Event of Default shall have occurred and be continuing, (iii) no investment, loan, payments or otherwise shall be made by any Borrower or Guarantor in or to Pep LLC, on the date of formation of such Subsidiary or thereafter other than the contribution of the Florida Real Property, and except payments of rent to Pep LLC in respect of the Florida Real Property, in accordance with the applicable lease, as permitted herein, after the consummation of the sale permitted in Section 9.7(b)(vii) hereof, and (iv) Agent shall have received a Collateral Access Agreement executed by Pep LLC, in form and substance satisfactory to Agent. Agent may at its option require Pep LLC to comply with the requirements set forth in Section 9.10(g)(i) hereof upon the earlier to occur of (i) an Event of Default hereunder or (ii) January 31, 2006 so long as upon the happening of either event, the sale contemplated by Section 9.7(b)(vii) hereof has not occurred.”
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Related to Investment; Formation of Pep LLC

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity (a) Amend, modify or change its Organization Documents in a manner adverse to the Lenders.

  • Ratification of Partnership Agreement Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

  • Formation of Joint Venture The JV Parties hereby jointly enter into and form this Joint Venture, for the limited purpose and scope set herein, pursuant to the laws of the State of California and the terms of this Agreement. Notwithstanding the foregoing, except as otherwise expressly provided in this JV Agreement or by other written agreement executed by the JV Parties, no JV Party shall have the authority to act for or to assume any obligations or responsibilities on behalf of any other JV Party. Each of the JV Parties acknowledges and agrees that the creation of the Joint Venture shall be purely contractual in nature, and that (i) the Joint Venture shall not constitute the creation of any separate limited liability company, partnership or other legal entity and (ii) other than as specifically provided herein, neither SMK nor the Investor shall be required to make any filing with, or obtain any consent from, the State of California or any other governmental body, in each case, in order for the Joint Venture to commence and for the JV Parties to be contractually bound by this JV Agreement.

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

  • Due Formation The Purchaser is duly formed, validly existing and in good standing in the jurisdiction of its organization. The Purchaser has all requisite power and authority to carry on its business as it is currently being conducted.

  • Pricing Instrument; Execution and Incorporation of Terms The parties hereto will enter into this Indenture by executing the Pricing Instrument. By executing the Pricing Instrument, the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the Trust hereby agree that the Indenture will constitute a legal, valid and binding agreement between the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the Trust. All terms relating to the Trust or the Notes not otherwise included herein will be as specified in the Pricing Instrument or Pricing Supplement, as indicated herein.

  • Omnibus Instrument; Execution and Incorporation of Terms The parties to this Coordination Agreement will enter into this Coordination Agreement by executing the Omnibus Instrument. By executing the Omnibus Instrument, each party hereto agrees that this Coordination Agreement will constitute a legal, valid and binding agreement by and among the Trust, Principal Life, PFG, PFSI, the Custodian and the Indenture Trustee. All terms relating to the Trust or the Notes not otherwise included in this Coordination Agreement will be as specified in the Omnibus Instrument or Pricing Supplement, as indicated herein.

  • Amendment of Partnership Agreement Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective time or date of the merger or consolidation.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

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