Certain Entities Sample Clauses

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Certain Entities. If Seller or Guarantor is a partnership, limited liability company, or other unincorporated association, then: (a) Guarantor’s liability shall not be impaired by changes in the name or composition of Seller or Guarantor; and (b) the withdrawal or removal of any partner(s) or member(s) of Seller or Guarantor shall not diminish Guarantor’s liability or (if Guarantor is a partnership) the liability of any withdrawing general partners of Guarantor.
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Certain Entities. Seller agrees to, in a manner and on terms reasonably satisfactory to Buyer and the CB Parties, convert each entity to be transferred pursuant to this Agreement from a corporation into a New York or Delaware limited liability company taxable as a partnership prior to the contribution of such entities to Newco (if applicable) or the transfer of such entities directly to Buyer at the Closing or after the Closing pursuant to Section 9.3 hereof, as the case may be, including, without limitation, the entities identified on Schedule 4.12 of the Disclosure Schedules (but excluding Insignia Yacht Haven Corp., Insignia USVI Corp. and Insignia Nautica, Inc.), provided that Buyer provides written notice to Seller or the Surviving Corporation, as applicable, requesting such conversion at least fifteen (15) Business Days prior to the intended transfer pursuant to Section 4.1 or Section 9.3, as the case may be.
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Certain Entities. Zeltiq may prohibit Distributor from providing Products to any entity or person that it reasonably believes is using the Products in violation of: (i) the terms of this Agreement or any Customer Agreement (as defined below), or (ii) any law, regulation, policy, guideline, order, or similar authority issued by a federal, state or local government or any agency, board or commission thereof.
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Certain Entities. If Seller or Parent Guarantor is a partnership, limited liability company, or other unincorporated association, then: (a) Parent Guarantor's liability shall not be impaired by changes in the name or composition of Seller or Parent Guarantor; and (b) the withdrawal or removal of any partner(s) or member(s) of Seller or Parent Guarantor shall not diminish Parent Guarantor's liability or (if Parent Guarantor is a partnership) the liability of any withdrawing general partner of Parent Guarantor.
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Certain Entities. Guarantor’s liability shall not be impaired by changes in the name or composition of Seller or Guarantor; and the withdrawal or removal of any member(s) of Seller or Guarantor shall not diminish Guarantor’s liability.
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Certain Entities. Nothing in this Agreement will restrict, or impose ---------------- on Buyer any obligations with respect to, procurement, sales or other activities (i) relating to services of any kind or to products or parts other than PET Products and Exclusive Parts, (ii) conducted through any entity acquired after the date hereof if less than 15% of its revenues are derived from activities prohibited by paragraph (d) or (iii) conducted through joint ventures, licenses or other entities in which Buyer does not own a 100% equity interest; provided that on request from Seller, with respect to a joint venture or other entity owned more than 50% but less than 100% by Buyer. Buyer will use commercially reasonable efforts (without being required to incur any expense) to persuade any other owners thereof to agree that the entity will abide by EXHIBIT E some or all of the terms of this Agreement. Seller confirms that it does not currently own, and will not acquire during the term of the restriction in paragraph (d) above, more than 50% but less than 100% of the equity that derives more than 15% of its revenues from activities prohibited by paragraph (d).
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Certain Entities. EnteroMedics may prohibit Distributor from providing Products to any entity or person that it reasonably believes is using the Products in violation of: (i) the terms of this Agreement, or (ii) any law, regulation, policy, guideline, order, or similar authority issued by a federal, state or local government or any agency, board or commission thereof.
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Certain Entities. Susquehanna Ad Net, Inc., a Pennsylvania corporation, KTHX Radio, Inc., a Nevada corporation, KTHX License Investment Co., a Nevada corporation, and Susquehanna Energy Ventures, Inc., a Pennsylvania corporation, as of the Closing Date have substantially no assets or liabilities and it is the current intent of the Company to dissolve those entities. Accordingly, they are excluded as of the Closing Date from the definition of "Subsidiaries" as that term applies to "Subsidiaries of the Company". If at any time any of those - 77 - 87 entities acquire assets, it shall automatically be deemed to be a "Subsidiary" of the Company and the Company shall cause such entities to execute the Subsidiary Pledge, the Subsidiary Suretyship, the Security Agreement and take such other action as is required of Subsidiaries of the Company under this Agreement.
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Related to Certain Entities

  • Due Organization; Subsidiaries (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.