CONTEMPLATED BY THIS AGREEMENT. Section 8.1 Conditions to the Obligations of the Acquiror Parties, Retail Parent and Contributor. The obligations of the Acquiror Parties, Retail Parent and Contributor to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the condition that there be no Order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement in effect; provided, however, that each Acquiror Party, Retail Parent and Contributor shall have used commercially reasonable efforts to prevent the entry of any such injunction or other Order and to appeal as promptly as possible any injunction or other Order that may be entered.
CONTEMPLATED BY THIS AGREEMENT. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Each party acknowledges that this waiver is a material inducement to enter into a business relationship, that Lender has already relied on this waiver in entering into this Agreement, and that each party will continue to rely on this waiver in any future dealings with the other. Each party further warrants and represents that he or it has reviewed this waiver with his or its legal counsel, and that he and or it knowingly and voluntarily waives his or its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE AND MAY BE MODIFIED ONLY IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENT, RENEWAL, SUPPLEMENT OR MODIFICATION OF OR TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.
CONTEMPLATED BY THIS AGREEMENT. Each of the parties hereby further irrevocably and unconditionally confirms and agrees, to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and to notify the other parties of the name and address of such agent, and that service of process may, to the fullest extent permitted by law, also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to this sentence shall, to the fullest extent permitted by law, have the same legal force and effect as if served upon such party personally within the State of Delaware.
CONTEMPLATED BY THIS AGREEMENT. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and the Purchaser. This Agreement has been duly executed and delivered by each of Parent and the Purchaser and constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms, except as such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) is subject to general principles of equity.
CONTEMPLATED BY THIS AGREEMENT. If at any time after the Effective Time any further action is reasonably necessary or desirable to carry out the purposes of this Agreement, including the execution of additional instruments, the proper officers and directors of each party shall take all such action.
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.12.
CONTEMPLATED BY THIS AGREEMENT. Section 9.1 Conditions to the Obligations of the Company, Parent, Buyer and Seller. The obligations of the Company, Parent, Buyer and Seller to consummate the transactions contemplated to occur on the Closing Date are subject to the satisfaction (or, if permitted by applicable Law, waiver in writing by the Party for whose benefit such condition exists) of the following conditions:
CONTEMPLATED BY THIS AGREEMENT. If either party pursues court action to enforce its rights under this Agreement, the non-prevailing party shall promptly reimburse the prevailing party for all its attorney fees, expenses and costs. Further, NAP shall be entitled to recover from you all costs, including attorneys’ fees, incurred in connection with its efforts, whether in court or otherwise, to collect amounts due and payable to NAP. This provision shall survive termination or expiration of this Agreement. Contact Information. • You can reach NAP: By mail at 0000 Xxxxxx Xxxx, Ste. 200, Houston, TX 77073 By telephone at 0-000-000-0000 (toll-free) Internet: xxx.xxxxxxx.xxx Our business hours are 9:00 AM to 5:00 PM Eastern Time, Monday through Friday, EST • You can reach your Local Utility at: Vectren at 0-000-000-0000 or xxxxx://xxx.xxxxxxx.xxx Duke Energy at 0-000-000-0000 or xxxx://xxx.xxxx-xxxxxx.xxx Columbia Gas of Ohio: 0-000-000-0000 or xxxxx://xxx.xxxxxxxxxxxxxxx.xxx Dominion East Ohio: 0-000-000-0000 or xxxxx://xxx.xxx.xxx
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9.6.
CONTEMPLATED BY THIS AGREEMENT. The obligations of each of the parties to cause the matters contemplated by this Agreement to become effective are conditioned upon the satisfaction at or prior to the Effective Time of each of the following:
