All Actions Sample Clauses
The "All Actions" clause defines the scope of actions or remedies that a party may take under the agreement. Typically, this clause clarifies that the rights, remedies, or obligations described in the contract apply to all actions, claims, or proceedings related to the agreement. For example, it may specify that a party can pursue any legal or equitable remedy available for breaches or disputes. The core function of this clause is to ensure comprehensive coverage, preventing parties from being limited to specific types of actions and thereby reducing ambiguity about the enforcement of rights under the contract.
All Actions. Subject to the terms and conditions provided in this Agreement, each Party agrees to use its reasonable efforts to take, or cause to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated under this Agreement and the Redomiciliation.
All Actions. VBS SHALL NOT IN ANY EVENT BE LIABLE HEREUNDER FOR PENALTIES OR LIQUIDATED DAMAGES, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSSES OR DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST OR DAMAGED INFORMATION OR DATA, FAILURE TO ACHIEVE COST SAVINGS, LOSS OF USE OF FACILITIES OR EQUIPMENT, OR THE FAILURE OR INCREASED EXPENSE OF OPERATIONS, REGARDLESS OF WHETHER ANY SUCH LOSSES OR DAMAGES ARE CHARACTERIZED AS ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF VBS IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR IF SUCH LOSSES OR DAMAGES ARE FORESEEABLE. THE SERVICES ARE NOT INTENDED FOR USE AS CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL- SAFE PERFORMANCE, IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
All Actions. VBS SHALL NOT IN ANY EVENT BE LIABLE HEREUNDER FOR PENALTIES OR LIQUIDATED DAMAGES, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSSES OR DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST OR DAMAGED INFORMATION OR DATA, FAILURE TO ACHIEVE COST SAVINGS, LOSS OF USE OF FACILITIES OR EQUIPMENT, OR THE FAILURE OR INCREASED EXPENSE OF OPERATIONS, REGARDLESS OF WHETHER ANY SUCH LOSSES OR DAMAGES ARE CHARACTERIZED AS ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF VBS IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR IF SUCH LOSSES OR DAMAGES ARE FORESEEABLE.
All Actions. Each party hereto agrees to take all actions within its power to cause the terms and provisions of this letter agreement to be carried out, including by directing its respective Board designees or affiliated persons to take appropriate actions with respect to the matters contained herein. York Capital Management Global Advisors, LLC represents that it has all necessary power and authority to execute this letter agreement on behalf of each York Fund. This letter agreement shall be construed and governed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. This letter agreement may be executed in one or more counterparts and all such counterparts so executed shall constitute an original agreement binding on all parties, but together shall constitute but one instrument. If the above correctly reflects our understanding and agreement with respect to the foregoing matters, please so confirm by signing the enclosed copy of this letter agreement. Very truly yours, NEXT DECADE LLC By: /s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ Title: General Counsel ACKNOWLEDGED AND AGREED As of the date first above written: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ York Capital Management, On behalf of itself and each of the York Funds By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer Base Salary $617,500 annual cash compensation, effective as of the Closing Date of the Merger, payable on the Company’s normal payroll cycle; provided, that if the Closing Date is after July 1, 2017, then ▇▇▇▇▇▇▇▇▇▇ shall be compensated as if the Closing Date occurred on July 1, 2017, with any “catch-up” payment to be made as soon as practicable after the Closing Date. For the avoidance of doubt, commencing on January 1, 2018, ▇▇▇▇▇▇▇▇▇▇’▇ annual cash compensation of $617,500 will be payable on the Company’s normal payroll cycle. Annual Bonus Minimum: $308,750 Target: 100% of Base Salary Stretch: 160% of Base Salary Change in CEO If, prior to FID, the Company or Parent appoints an individual other than ▇▇▇▇▇▇▇▇▇▇ to the position of CEO or other officer position that reports directly to the Board and does not terminate ▇▇▇▇▇▇▇▇▇▇’▇ employment for Cause under the Employment Agreement (a “New Executive Event”), such appointment shall not be considered a termination o...
All Actions. The Board of Directors and shareholders of Micrografx shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by Micrografx and its Subsidiaries to permit the Merger.
All Actions. The Board of Directors and stockholders of SoftQuad shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by SoftQuad and its Subsidiaries to permit the Merger.
All Actions. Purchaser shall offer and take all steps and/or measures and do all and any acts that are necessary to obtain clearance by any competent Governmental Authority, including the restructuring or sale of Purchaser and/or its Affiliates or businesses or any other assets (e.g., product licenses), which shall also include the closing down of businesses or parts thereof, if necessary. Purchaser may not request any adjustment of the Purchase Price or other amendment to this Agreement, or withhold any amount payable by it hereunder as a result of any step, measure and/or act as described above, and any such step, measure and/or act shall be solely for the account of Purchaser.
All Actions. Corel and Sub shall have adopted all necessary resolutions, and all necessary corporate actions shall have been taken by Corel and Sub to permit the Merger.