Hxxx Sxxxx Xxxxxx Sample Clauses

Hxxx Sxxxx Xxxxxx. If applicable, the HSR Clearance shall have been obtained.
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Hxxx Sxxxx Xxxxxx. Notwithstanding anything to the contrary in this Agreement, in the event the Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is applicable to any Member by reason of the fact that any assets of the Company will be distributed to such Member in connection with the dissolution of the Company, the distribution of any assets of the Company shall not be consummated until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Member.
Hxxx Sxxxx Xxxxxx. Seller Parties shall (i) within 5 Business Days of the date hereof file the Premerger Notification Report required under the HSR Act, including, if so requested by Buyer, a request for early termination, (ii) promptly respond to any request from a Governmental Body pursuant thereto, and (iii) cooperate with Buyer in order to comply with the HSR Act.
Hxxx Sxxxx Xxxxxx. Buyer has determined, in good faith and in accordance with 15 U.S.C. § 18a and 16 C.F.R. § 801.10(c)(3), that the fair market value of the non-exempt assets of the Company is not greater than $92 million. This determination is made solely for the purpose of determining the applicability of the Hxxx-Xxxxx-Xxxxxx Act to the transaction.
Hxxx Sxxxx Xxxxxx. The Company neither (i) owns assets located in the United States with a value of $15,000,000 (U.S.) or more nor (ii) has revenues reflected on its most recent regularly prepared balance sheet of $25,000,000 (U.S.) or more.
Hxxx Sxxxx Xxxxxx. Novolyte has made a determination that no filing is required under 16 C.F.R. § 801.10 of the HSR Act based upon the most recent balance sheet for the Fine Chemicals Business attached as Schedule 7.3(H) provided by Ferro and the mutual agreement of the parties to allocate $10 million of the Purchase Price to the Suzhou Equity Interest.
Hxxx Sxxxx Xxxxxx. The Company’s ultimate parent entity, as the term “ultimate parent entity” is defined under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (“HSR Act”) regulations at 16 C.F.R. Section 801.1, does not satisfy, and will not satisfy at the time of the Closing of the Merger, the $10 million (as adjusted) portion of the HSR Act size-of­person threshold test.
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Hxxx Sxxxx Xxxxxx. Within ten (10) Business Days of the date hereof, each of the parties will make all filings with the Federal Trade Commission ("FTC") and the United States Department of Justice (the "DOJ"), Antitrust Division of any notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the Transactions. Each of the Sellers' Representative and Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Purchaser and Sellers shall use all commercially reasonable efforts to comply as promptly as practicable with any requests made for any additional information in connection with such filings or actions. The parties shall also file any post-transaction notices as may be required by such Governmental Entities within the time periods prescribed by applicable law. The Sellers' Representative and Purchaser shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and use commercially reasonable efforts to comply promptly with any such inquiry or request.

Related to Hxxx Sxxxx Xxxxxx

  • Xxxx Xxxxxx 97. Xxxxx X. Xxxxx Trust, dated February 26, 1998, Xxxxxxxx X. Xxxxxxxx, Trustee

  • Xxxx-Xxxxx-Xxxxxx Notwithstanding any other provision in this Agreement, in the event the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is applicable to any Member by reason of the fact that any assets of the Company will be distributed to such Member in connection with the dissolution of the Company, the distribution of any assets of the Company shall not be consummated until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Member.

  • Xxxx Xxxxx Xxxxx Xx (In this Agreement, the Lender and the Borrowers are individually referred to as a “Party”, collectively the “Parties”)

  • Xxxxx Xxxxxx Notary Public My Commission expires October 4, 2010 EXHIBIT A FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT On this _____ day of __________ 20___, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, XXXXX FARGO BANK, N.A. (the "Seller") as the Seller under that certain Second Amended and Restated Master Mortgage Loan Purchase Agreement, ("Purchase Agreement") and as the Company under that certain Second Amended and Restated Master Seller's Warranties and Servicing Agreement (the "Servicing Agreement") each dated as of May 1, 2006, (collectively, the "Agreements"), the terms of which are incorporated by reference herein, does hereby sell, transfer, assign, set over and convey to Bank of America, National Association as the Purchaser (the "Purchaser") under the Agreements, and Purchaser hereby accepts from Seller, without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to each of the (i) Company Mortgage Loans listed on the related Mortgage Loan Schedule attached hereto as Schedule I, (ii) Exception Mortgage Loans, identifying the related exceptions, listed on the Mortgage Loan Schedule attached hereto as Schedule II and (iii) Third-Party Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Schedule III (collectively, the "Mortgage Loan"), together with the Custodial Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 of the Servicing Agreement, the Seller has delivered to the Custodian the documents REQUIRED TO BE DELIVERED UNDER THE AGREEMENTS for each Mortgage Loan to be purchased. The Servicing Files and the Retained Mortgage Files retained by the Seller pursuant to Section 2.01 of the Servicing Agreement shall be appropriately marked to clearly reflect the sale of the related Mortgage Loans to the Purchaser. The Company hereby makes the representations and warranties set forth in Section 3.01 and for each of the Mortgage Loans, Section 3.02 of the Servicing Agreement as of the date hereof. Attached hereto as Exhibit A is a copy of the Third-Party Underwriting Guidelines relating to the Third-Party Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Schedule III. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreements. BANK OF AMERICA, XXXXX FARGO BANK, N.A. NATIONAL ASSOCIATION PURCHASER COMPANY By: By: ---------------------------------- ----------------------------------- Name: Name: -------------------------------- --------------------------------- Title: Title: ------------------------------- -------------------------------- Exhibit A-1 SCHEDULE I COMPANY MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-2 SCHEDULE II EXCEPTION MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-3 SCHEDULE III THIRD-PARTY MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-4 EXHIBIT A THIRD-PARTY UNDERWRITING GUIDELINES Exhibit A-5 EXHIBIT B FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT ____________, 20__ ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Agreement"), dated ___________________, 20__ among _________________, a _________________ corporation having an office at _________________ ("Assignor") and _________________, having an office at _________________ ("Assignee") and Xxxxx Fargo Bank, N.A. (the "Company"), having an office at 0 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000: For and in consideration of the sum of one dollar ($1.00) and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

  • Xxxxxx Xxxxx The Employee understands that Data may be transferred to the Corporation or any of its Affiliates, or to any third parties assisting in the implementation, management and administration of the Plan, including any transfer required to a broker or other third party with whom shares of common stock acquired under the Plan or cash from the sale of such shares may be deposited. Furthermore, the recipients that may receive, possess, use, retain, and transfer such Data may be located in Italy or elsewhere, including outside the European Union, and the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Italy. The processing activity, including transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the Employee’s consent thereto as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan. The Employee understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003. The Employee understands that Data will be held only as long as is required by law or as necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, he or she has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing. Furthermore, the Employee is aware that Data will not be used for direct marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting the Employee’s local human resources representative. Plan Document Acknowledgment In accepting the grant of this option, the Employee acknowledges that he or she has received a copy of the Plan and the Award Agreement and has reviewed the Plan and the Award Agreement, including this Appendix A, in their entirety and fully understands and accepts all provisions of the Plan and the Award Agreement, including this Appendix A. The Employee acknowledges that he or she has read and specifically and expressly approves the following sections of the Award Agreement: Section 2(d) on Payment of Withholding Taxes; Section 5 on No Right of Continued Employment; Section 9 on Delaware Law to Govern; the section on Acknowledgment of Conditions; and the Data Privacy Notice and Consent section included in this Appendix A. Exchange Control Information The Employee is required to report in his or her annual tax return: (a) any transfers of cash or shares of common stock to or from Italy exceeding €10,000 or the equivalent amount in U.S. dollars; and (b) any foreign investments or investments (including proceeds from the sale of shares of common stock acquired under the Plan) held outside of Italy exceeding €10,000 or the equivalent amount in U.S. dollars, if the investment may give rise to income in Italy. The Employee is exempt from the formalities in (a) if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on the Employee’s behalf.

  • Xxxxx Xxxxx The Xxxxx Xxxxx is the price per Share set forth above.

  • Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, counsel for the Issuer, MP Renaissance and Mon Power, shall have furnished to the Representatives their written opinion, dated the Closing Date and in form and substance reasonably acceptable to the Representatives, addressing the matters set forth in Exhibit 10(j) and such other matters as the Representatives may reasonably request.

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • Xxxxx Xxxx Xxxxxx Kanarek -------------------------------------- Xxx: 000-000-6406 Print Name: Sven H. Borho Fxx: 000-000-6444 Print Tixxx: Xxxxxxx; OrbiMed Advisors LLC Subscriptiox Xxxxxx: $023,710.69 ------------------- Shares Purchased: 49,673 ----------------------- SECURITY DELIVERY INSTRUCTIONS (IF DIFFERENT THAN NOTICE ADDRESS) [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT] KNIGHTSBRIDGE POST VENTURE IV L.P. --------------------------------------- Address for Notice: Print Entity Name ------------------ OrbiMed Advisors LLC 767 Third Avenue 00xx Xxxxx Xxx Xxxx, XX 00000

  • Xxxxxx Xxx Xxxxxx Xxx, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

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