Entity Agreements Sample Clauses

Entity Agreements. I have read and understand the Company s Limited Liability Company Agreement, and have had an opportunity to ask the principals of the Manager any questions that I or my advisors may have regarding said Limited Liability Company Agreement. I acknowledge and agree that if my subscription is accepted, then I will be bound by and subject to the terms of and the conditions and restrictions contained in the Limited Liability Company Agreement, including specifically the restrictions upon transfer of Units, as now in effect and as amended from time to time, and I agree to become a Member of the Company as provided in the Limited Liability Company Agreement.
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Entity Agreements. True and complete copies of the Joint Venture Agreements, Wholly Owned Entity Agreements and the Subsidiary Agreements with respect to each Joint Venture Entity, each Wholly Owned Entity and each Subsidiary, as applicable, have been delivered to Buyer (or made available to Buyer in the Data Room Website). A true and complete list of all Joint Venture Agreements, Wholly Owned Entity Agreements and Subsidiary Agreements is set forth on Schedule 3.2(f), and no Joint Venture Agreement, Wholly Owned Entity Agreement or Subsidiary Agreement has been modified in any material respect except as set forth in Schedule 3.2(f). To Seller’s Knowledge, each Joint Venture Agreement, Wholly Owned Entity Agreement and Subsidiary Agreement is in full force and effect in accordance with its terms. The Joint Venture Agreements, Wholly Owned Entity Agreements and Subsidiary Agreements constitute all of the joint venture, partnership and limited liability company agreements or similar agreement to which any Joint Venture Entity, Wholly Owned Entity or Subsidiary is a party or any Asset is subject to as of the Effective Date, and, the applicable Seller, Joint Venture Entity, Wholly Owned Entity or Subsidiary has not received any written notice of default under any Joint Venture Agreements, Wholly Owned Entity Agreements or Subsidiary Agreements from the other parties thereto that remain uncured and the applicable Seller, Joint Venture Entity, Wholly Owned Entity or Subsidiary has not delivered any written notice of default to the other parties thereto that remain uncured.
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Entity Agreements. Not amend, or permit the amendment of, any of the Entity Agreements or Organizational Documents.
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Entity Agreements. Partnership agreements, limited liability company documents, joint venture agreements or other business entity agreements to which Alpine or any Alpine Subsidiary is a party;
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Related to Entity Agreements

  • Guaranty Agreements Any Guaranty Agreement or any provision thereof shall for any reason cease to be in full force and effect or valid and binding on or enforceable against any Credit Party or a Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Credit Party shall fail to perform any of its obligations thereunder; or

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Indemnity Agreements (a) The Commission will execute and issue agreements of indemnity with each Federal agency subject to this subpart pursuant to the regulations in this part or such other regulations as may be issued by the Commission. Such agreements, as to any licensee, shall be effective on:

  • Assumption Agreements In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof.

  • Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

  • Guaranty and Security Agreement The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to Agent pursuant to the Guaranty and Security Agreement and each Grantor hereby acknowledges and agrees that the rights and remedies of Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

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