ABB shall Sample Clauses

ABB shall. (i) cause the Acquired Group to retain Reserves as of the Measurement Date relating to (x) the EPIX/Hartford dispute identified as Treaty 260, all underwriting years, in the Scan Re Memo, (y) the Reliance Re dispute identified as Treaty 189, all underwriting years, in the Scan Re Memo and (z) each Scan Re Dispute, in each case at a minimum value equal to the highest value of such Reserves as of December 31, 2002, March 31, 2003, June 30, 2003 and September 30, 2003, provided that the value of such Reserves with respect to the disputes identified in clauses (x), (y) and (z) of this Section 3.4.1(b)(i) as of the Measurement Date may be (A) lowered to nil if any amount is paid in a full and final settlement of such Scan Re Dispute, on or prior to the Measurement Date, (B) lowered to the amount proposed by the third party in writing to such dispute to be paid in full and final settlement thereof if such settlement remains outstanding for acceptance as at the Measurement Date or to the amount adjudicated, on or prior to the Measurement Date, by a court or arbitrator to be due to the third party to such dispute in full and final adjudication of all claims under such dispute or (C) lowered by the amount of any payments made, on or prior to the Measurement Date, in partial settlement of such Scan Re Dispute; and
Sample 1
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Related to ABB shall

  • Best Efforts/Full-time Executive will expend Executive’s best efforts on behalf of Company, and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for Company.

  • EMPLOYER AND UNION SHALL ACQUAINT NEW EMPLOYEES The Employer agrees to acquaint new employees with the fact that a Collective Agreement is in effect and with the conditions of employment set out in the Articles dealing with Union Security and Dues Check-off. The Employer agrees to provide the name, worksite phone number, and location of the new employee's xxxxxxx in the letter of hiring. Whenever the xxxxxxx is employed in the same work area as the new employee, the employee's immediate supervisor will introduce her to her xxxxxxx. The Employer agrees that a Union xxxxxxx will be given an opportunity to interview each new employee within regular working hours, without loss of pay, for thirty (30) minutes sometime during the first thirty (30) days of employment for the purpose of acquainting the new employee with the benefits and duties of Union membership and the employee's responsibilities and obligations to the Employer and the Union.

  • The Partnership (a) The Partnership is a limited partnership duly formed, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has all requisite powers necessary to carry on its business as now conducted, to own, lease and operate its properties.

  • All Reasonable Efforts Subject to the terms and conditions of this Agreement and to the fiduciary duties and obligations of the boards of directors of the parties hereto to their respective shareholders, as advised by their counsel, each of the parties to this Agreement shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, or to remove any injunctions or other impediments or delays, legal or otherwise, as soon as reasonable practicable, to consummate the Merger and the other transactions contemplated by this Agreement.

  • Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

  • Cooperation Prior to the Distribution Prior to the Distribution:

  • Best Efforts Offering If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Xxxxxxxxxx. Xxxxxxxxxx shall be a third party beneficiary with respect to the representations and warranties included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.

  • Best Efforts of Employee Employee agrees to perform faithfully, industriously, and to the best of Employee's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of Employer. Such duties shall be provided at such place(s) as the needs, business, or opportunities of the Employer may require from time to time.

  • Reasonable Efforts/Cooperation Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

  • Best Efforts The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

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