Contractual Matters Sample Clauses

Contractual Matters. Each of the contracts listed in Business Warranties Disclosure Exhibit: (i) as far as the Senior Management Sellers are aware, is valid and binding according to its respective terms and conditions applicable to the respective Group Company, (ii) is in effect and has not been terminated, and (iii) no written notice of cancellation, material breach or termination has been received with respect thereto by the relevant Group Company.

Contractual Matters. 7.1 There is not outstanding any agreement or arrangement to which any member of the Group is a party which, by virtue of the Subscription or this Agreement, will result in any other party being relieved of any obligation or becoming entitled to exercise any right which may have a material adverse effect on the Group as a whole. 7.2 None of the members of the Group is in any default under any agreement or arrangement to which it is a party which may have a material adverse effect on the Group as a whole. 7.3 There is no agreement or arrangement which is material to the business of the Group between any member of the Group and any other person which shall or may be terminated as a result of this Agreement (or Completion).

Contractual Matters. MIT Office of Sponsored Programs ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ Attention: [CA name] Phone: + 1-617- -___ Email: @▇▇▇.▇▇▇ MIT Sponsored Accounting ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ Phone: +▇-▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇-▇▇▇▇▇▇@▇▇▇.▇▇▇ Technical Matters MIT [Dept/Lab/Center] ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, [Rm #] ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ Attention: [PI name] Phone: +1-617- -_ E-mail: @▇▇▇.▇▇▇ MIT Technology Licensing ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ Attention: Director Phone: +▇-▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇@▇▇▇.▇▇▇

Contractual Matters. 13.1 Annexed to the Disclosure Letter are true, accurate and complete copies of all the material contracts and other arrangements to which the Company is a party as at the date of this Agreement (the “Material Contracts” and each a “Material Contract”) and all of the Material Contracts are in full force and effect. 13.2 The Company is not in material breach of any Material Contract and nothing has occurred which so far as the Warrantors are aware is likely to result in the Company being in material breach of any Material Contract. So far as the Warrantors are aware, no other party to any Material Contract is in material breach of such contract and nothing has occurred which is likely to result in any such party being in material breach of any Material Contract. No Material Contract is subject to any dispute or claim which could materially adversely affect the operation of the business of the Company nor, so far as the Warrantors are aware, have any circumstances occurred which are likely to result in any such dispute or claim. 13.3 The Company has not received notice of any actual or intended amendment to any material term of any Material Contract which is not included in the copies of those contracts annexed to the Disclosure Letter. 13.4 No other party to a Material Contract has given notice of its intention to terminate, or has otherwise sought to repudiate or disclaim, a Material Contract and the Warrantors are not aware of the invalidity of, or a ground for termination, avoidance, repudiation or material alteration to the terms of, any Material Contract.

Contractual Matters. II.5.1 The Agency shall conclude the contracts necessary for the execution of the PECS in accordance with its rules and procedures, in particular by applying the general clauses and conditions for ESA contracts and in particular all contracts shall be placed in EURO. II.5.2 Contractual commitments entered into by the Agency shall be limited to the funding available. The Agency shall not issue an invitation to tender when the funding for the activities concerned is insufficient in relation to the cost estimates in the work plan. II.5.3 Activities shall as a general rule be carried out through an open competition procedure in the ECS that have expressed an interest in the activities concerned. II.5.4 In the case of co-funded activities the Agency shall retain full visibility over expenditure planned and actually incurred by the contractor as well as the origin of all funding for the purpose of the execution of the contract. Where appropriate this may include a right of audit by or on behalf of the Agency. II.5.5 Any intellectual property rights stemming from the in-orbit flight of a payload included in the activities of the PECS shall be governed by the Agency’s Rules.

Contractual Matters. The Parental Contract and the Schedule of Fees of the School, as varied from time to time, apply to and are incorporated in this Scheme. A Payer who is not also a Parent shall not acquire any rights or obligations under the terms of the School’s contract with the Parent save as provided in these Scheme Conditions.

Contractual Matters. This Agreement (‘FIA Agreement’) is supplemental to the Parent Contract that the Parents agreed to when accepting a place for the Child and should therefore be read in conjunction with the Parent Contract. This FIA Agreement therefore forms part of the contractual relationship between the Parents and the Foundation and will remain fully in force and effective as between the Foundation and the Parents as holders of parental responsibility.

Contractual Matters. 8.1 Save where the relevant Material Agreements are not in writing, true, complete and accurate copies of all Material Agreements have been disclosed in the Data Room. 8.2 The only Material Agreements that are not in writing are those between a Target Company and the following suppliers: (a) Performing Rights Society; (b) the Department of Energy and Climate; (c) Altavia Recruitment Limited; (d) Acorn Recruitment Limited; (e) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Limited. 8.3 The Management Shareholders have no knowledge of the invalidity or unenforceability of, or a ground for termination, avoidance or repudiation of any Material Agreement. No party to a Material Agreement has given written notice of its intention to terminate, or has sought to repudiate or disclaim that Material Agreement. 8.4 No Target Company is and so far as the Management Shareholders are aware, no other party to a Material Agreement is in material breach of that Material Agreement and, so far as the Management Shareholders are aware, no matter exists which might give rise to such breach, in each case as would have or might reasonably be expected to have a material adverse effect on the operations or business of the Target Group. 8.5 No Target Company is, and so far as the Management Shareholders are aware, no other party to a Material Agreement is, in breach of any Material Agreement which would have a material adverse effect on the operations or business of the Target Group and, so far as the Management Shareholders are aware, no matter exists which would or might reasonably be expected to give rise to such breach. 8.6 All Material Agreements entered into by the Target Group at any time in the past two (2) years have been entered into on an arm’s-length basis. 8.7 All agreements between the Target Group and any Related Person of the Seller which have been entered into at any time in the past two (2) years, or earlier if still subsisting or pursuant to which the Target Group has continuing obligations or liabilities, have been entered into on an arms’ length basis. 8.8 Save as Disclosed in the VDD Reports and the Data Room, there is not outstanding any guarantee, indemnity or suretyship given by or for the benefit of any Target Company which is material to the Target Group or the operations of the Target Group, taken as a whole. 8.9 In respect of the DSDAs: (a) each of the DSDAs are agreements on terms that have substantively the same commercial and legal effect as described in Document 6.5.5 of the Data ...

Contractual Matters. All unliquidated claims which may arise under, and/or all material ambiguities contained in, any agreement to which COL may be a party (the determination of whether any such unliquidated claim or ambiguity exists is to be made by the Company in its reasonable discretion) shall be clarified and satisfied to the reasonable satisfaction of the Company, and no such clarification shall result in any additional material obligation on the part of the Surviving Corporation or the Company;