Acquisitions of Properties and Additional Royalties Clause Samples

Acquisitions of Properties and Additional Royalties. (a) Manager will be responsible for seeking acquisition opportunities for and on behalf of the Corporation, FHT and the Partnership and, where in accordance with policies adopted by the Board, may cause Corporation, FHT or Partnership to effect Future Acquisitions or Future Royalty Acquisitions. (b) Manager will, from time to time, provide the Board with proposals in respect of acquisition opportunities that Manager believes (i) would meet the criteria of Future Acquisitions, or in the case of Future Royalty Acquisitions would meet the criteria set out in Section 5.2 below, and (ii) would contribute to the maximization of the long-term value of the Corporation or would otherwise be in the best interests of the Shareholders. (c) Manager will only implement an acquisition opportunity on behalf of the Corporation, FHT or the Partnership that Manager considers would meet the criteria set out in paragraph (b) above after it has first submitted a proposal to the Board pursuant to paragraph (a) above and the Board has resolved that the Corporation, FHT or the Partnership, as the case may be, should participate in such acquisition opportunity. (d) The Manager acknowledges that prior to approving an acquisition opportunity involving an acquisition of Additional Properties or Additional Royalties from either Canpar or ▇▇▇▇, the Board may obtain an independent fairness opinion. (e) In seeking acquisition opportunities pursuant to paragraph (a) above or preparing a proposal pursuant to paragraph (b) above, Manager may retain independent consultants to review the environmental condition and history, facility design and physical integrity of the Properties and Additional Royalties.
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Related to Acquisitions of Properties and Additional Royalties

  • Maintenance of Properties and Leases Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof.

  • Maintenance of Properties and Insurance (a) The Company shall cause all properties used or held for use in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any such property, or disposing of it, if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the Holders. (b) The Company shall provide or cause to be provided, for itself and each of its Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Company, are adequate and appropriate for the conduct of the business of the Company and such Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company, for corporations similarly situated in the industry.

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Limitations of contractual liability No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, provided such damage was not caused by a willful act or by a breach of confidentiality. For any remaining contractual liability, a Party’s aggregate liability towards the other Parties collectively shall be limited to the Party’s share of the total costs of the Project as identified in Project Contract, provided such damage was not caused by a willful act or gross negligence. The terms of the Partnership Agreement shall not be construed to amend or limit any Party’s statutory liability.

  • Conditions to Obligations of Each Party The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 10.6: