Article 10 Clause Samples

Article 10 typically establishes specific rights, obligations, or procedures relevant to the agreement in which it appears. For example, it may outline requirements for confidentiality, dispute resolution, or the handling of intellectual property, depending on the context of the contract. By clearly defining these terms, Article 10 helps ensure that both parties understand their responsibilities and the processes to follow, thereby reducing the risk of misunderstandings or disputes.
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Article 10. Pursuant to Article 10 of the Code, the number of arbitrators comprising the Arbitration Board, unless otherwise agreed by the parties, shall be three (3) in the event the disagreement involves only two parties to this Agreement and shall be five (5) in the event the disagreement involves all three parties.
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Article 10. Article 10 of the Agreement is hereby deleted in its entirety and replaced as set forth below:
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Article 10. Article 10 of the Agreement shall be amended as follows: A) The first sentence of Article 10 is hereby deleted in its entirety and replaced as follows: “This Agreement shall become effective on April 1, 2008 and shall remain in effect for an Initial Term through and until March 31, 2013, and, thereafter, for successive Renewal Terms of three (3) years each, unless and until this Agreement is terminated in accordance with the provisions of Article 10 hereof.” B) The last paragraph of Article 10 is hereby deleted in its entirety and replaced with the following: The Trust shall have two separate, one-time rights to terminate the Agreement, solely on the terms set forth in I and II immediately following this paragraph, provided, however, that in order for any termination pursuant thereto to be effective, the Trust shall: (i) not be in material breach of the Agreement at the time it gives notice of intent to terminate or on the respective effective date of such termination; and (ii) pay to Administrator on or before the respective termination date the applicable buyout amount specified below. I. The Trust shall have a one-time right to terminate the Agreement effective March 31, 2011, by providing 90 days prior written notice to the Administrator and paying to Administrator a buyout amount equal to 150% of the total amount of fees waived by the Administrator with respect to the calendar years 2009 and 2010 pursuant to the Limited Fee Waiver (as defined in Schedule II of the Agreement). II. The Trust shall have a one-time right to terminate the Agreement effective March 31, 2012, by providing 90 days prior written notice to the Administrator and paying to Administrator a buyout amount equal to 150% of the total amount of fees waived by the Administrator with respect to the calendar year 2010 pursuant to the Limited Fee Waiver.
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Article 10. Article 10 of the Agreement shall be amended as follows: A) The first sentence of Article 10 is hereby deleted in its entirety and replaced as follows: “This Agreement shall become effective on April 1, 2008 and shall remain in effect for an Initial Term through and until March 31, 2012, and, thereafter, for successive Renewal Terms of three (3) years each, unless and until this Agreement is terminated in accordance with the provisions of Article 10 hereof.” B) A new paragraph is hereby added to the end of Article 10 as follows: “The Trust shall have a one time right to terminate the Agreement effective March 31, 2011, upon 90 days prior written notice to the Administrator; provided, however, in order to exercise its termination right set forth in this paragraph, the Trust shall (i) not be in material breach of the Agreement at the time it gives notice of such exercise or on March 31, 2011; and (ii) pay to Administrator on or before March 31, 2011, a buyout amount equal to 150% of the total amount of fees waived by Administrator with respect to the calendar year 2009 pursuant to the Limited Fee Waiver (as defined in Schedule II of the Agreement).”
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Article 10 
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Related to Article 10

  • Limitation on Guaranteed Obligations (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • Certain Covenants and Agreements of the Company The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows: A. To advise the Placement Agent and the Investor of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time as soon as the Company is either informed or becomes aware thereof. B. To use its commercially reasonable efforts to cause the Common Stock issuable in connection with the Standby Equity Distribution Agreement to be qualified or registered for sale on terms consistent with those stated in the Registration Rights Agreement and under the securities laws of such jurisdictions as the Placement Agent and the Investor shall reasonably request. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide the Placement Agent and the Investor copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, during the registration period of the Standby Equity Distribution Agreement, to the Investor upon the Investor's request, within forty five (45) days, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To comply with the terms of the Offering Materials. F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an "arm's length" transaction with an independent third party.

  • Limitation on Guarantee Obligations Create, incur, assume or suffer to exist any Guarantee Obligation except: (a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(d); (b) Guarantee Obligations for performance, appeal, judgment, replevin and similar bonds, or suretyship arrangements, all in the ordinary course of business; (c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.11(iv) or similar agreements by the Borrower; (d) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holding, the Borrower or any of their respective Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business or (iii) for any other purpose and, in the case of this clause (iii), in an aggregate principal amount (as to Holding and all its Subsidiaries) of up to $1,000,000 outstanding at any time; (e) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (f) obligations of the Borrower and its Subsidiaries under Permitted Hedging Arrangements, including obligations of the Borrower under any Interest Rate Protection Agreements relating to Indebtedness of the Borrower under this Agreement, (g) guarantees made by the Borrower or any of its Subsidiaries of obligations of the Borrower or any of its Subsidiaries, which obligations are otherwise permitted under this Agreement, provided that guarantees by any Loan Party of obligations of any Subsidiary that is not a Loan Party shall be subject to the limitations set forth in subsection 8.9(f)(i); (h) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value; (i) accommodation guarantees for the benefit of trade creditors of the Borrower or any of its Subsidiaries in the ordinary course of business of obligations of the Borrower or any of its Subsidiaries, which obligations are otherwise permitted by this Agreement; (j) Guarantee Obligations with respect to an aggregate principal amount of up to $3,500,000 of third-party loans and advances to Local Agents and Owner/Operators, provided that such amount shall be reduced by the aggregate then outstanding principal amount of loans and Investments permitted by subsection 8.9(k); (k) Guarantee Obligations of the Borrower and its Subsidiaries in respect of recourse events in connection with any Relocation SPV Financing; (l) Guarantee Obligations incurred pursuant to the Guarantees or otherwise in respect of Indebtedness permitted by subsection 8.2(a); and (m) guarantees made by any Foreign Subsidiary of third party obligations under leases, provided that (i) the aggregate amount of such guarantees shall not exceed $300,000 at any one time outstanding and (ii) such guarantees shall terminate, and be of no further force or effect, on or before November 30, 2009.

  • General Limitation on Guarantee Obligations In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.