Certain Parameters Sample Clauses

Certain Parameters. The terms and provisions of any agreements that relate to a B&K Sale (each, a “B&K Sale Agreement”) may include provisions (including representations and warranties, covenants and indemnification) described on Schedule 10.2 that could have an effect on WABCO following the Distribution and WABCO shall have no right to object to, and ASD shall be permitted to enter into any B&K Sale Agreement, containing such provisions. ASD will provide to WABCO, within ten (10) days after the execution of a B&K Sale Agreement, a copy of such agreement. ASD shall have the sole right to control the B&K Sale process and negotiate the terms of a B&K Sale.
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Certain Parameters. (a) Cendant shall be required to enter into a Travelport Sale Agreement if it is able to receive an opinion from a nationally-recognized investment bank that the purchase price of a good faith offer to purchase Travelport is fair to Cendant from a financial point of view (which opinion may exclude the anticipated use of the proceeds of the Travelport Sale). (b) The terms and provisions of any Travelport Sale Agreement and any other terms of the Travelport Sale (including, representations and warranties, indemnification (if any), covenants, purchase price adjustments etc.) must be reasonably customary for transactions of this kind; provided, that Cendant shall be required to accept provisions requested by a purchaser in connection with a Travelport Sale Agreement, including provisions of the type set forth on Schedule 12.2(c), as long as its outside advisors do not in good faith advise Cendant that such provisions are extraordinary for transactions of this kind. (c) Cendant shall have the sole right to control the Travelport Sale process and negotiate the terms of a Travelport Sale (subject to the limitations as may be set forth in this Article XII). (d) Without limiting the terms of Section 12.2(c) above, Cendant shall, from time to time, consult with Realogy and Wyndham regarding the status of the Travelport Sale process, including the status of the negotiations and proposed terms of a Travelport Sale. In furtherance of the foregoing, Cendant shall in good faith consider the views of Realogy and Wyndham regarding the terms of any such Travelport Sale, but Cendant shall in no event be bound by any such views or suggestions. (e) So long as Cendant shall have complied with its obligations under this Article XII regarding a Travelport Sale (including with respect to the terms and provisions of a Travelport Sale Agreement), none of the other Parties shall have any right to object to the terms of a Travelport Sale Agreement or Travelport Sale.
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Related to Certain Parameters

  • Certain Provisions If the operation of any provision of this Agreement would contravene the provisions of applicable law, or would result in the imposition of general liability on any Limited Partner or Special Limited Partner, such provisions shall be void and ineffectual.

  • Certain Policies Prior to the Effective Time, each of H▇▇▇▇▇ United and its Subsidiaries shall, consistent with U.S. GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of TD Banknorth, provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(a) and 8.1(b); and provided further that in any event, no accrual or reserve made by H▇▇▇▇▇ United or any of its Subsidiaries pursuant to this Section 7.15 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of any such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of H▇▇▇▇▇ United or its management with any such adjustments.

  • Certain Amendments Nothing herein shall be construed to prevent the Company from amending, altering, eliminating or reducing any plans, benefits or programs so long as the Executive continues to receive compensation and benefits consistent with Sections 3 through 6.

  • Certain Phrases, etc The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.

  • Certain Arrangements The Company will not consummate or permit to occur any Section 13 Event unless (A) the Principal Party has a sufficient number of authorized, unissued and unreserved Common Shares to permit the exercise in full of the Rights in accordance with this Section 13 and (B) prior thereto the Company and the Principal Party have executed and delivered to the Rights Agent a supplemental agreement confirming that (1) the requirements of this Section 13 will be promptly performed in accordance with their terms, (2) the Principal Party will, upon consummation of such Section 13 Event, assume this Plan in accordance with Section 13(a) and Section 13(b), (3) such Section 13 Event will not result in a default by the Principal Party pursuant to this Plan (as it has been assumed by the Principal Party) and (4) the Principal Party, as soon as practicable after the date of such Section 13 Event and at its own expense, will: (i) prepare and file a registration statement pursuant to the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (x) become effective as soon as practicable after such filing and (y) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotation on a national securities exchange and to list (and continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange; (iii) deliver to holders of the Rights historical financial statements for the Principal Party and its Affiliates that comply in all respects with the requirements for registration on Form 10 (or any successor form) promulgated under the Exchange Act; and (iv) take all other action as may be necessary to allow the Principal Party to issue the securities purchasable upon exercise of the Rights.