Due Consideration. Owner shall review Submittals within the time period specified in Appendix A, but review by or on behalf of Owner shall be only for conformance with the design concept of the Project and for compliance with this Agreement and shall not extend to means, methods, techniques, sequences, or procedures of construction (except where a specific means, method, technique, sequence, or procedure of construction is indicated in or required by this Agreement). The review of a separate item as such shall not indicate approval of the item or the component in which the item functions. Contractor shall give due consideration to Owner’s comments and make reasonable changes or corrections required by Owner, and resubmit as required to reflect such Owner changes or corrections. Upon re-submission, Contractor shall direct specific attention in writing to revisions to Submittals. Owner will not have any responsibility or liability for the accuracy or completeness of any Submittal, or for any defect, deficiency thereof or for any failure of such Submittal to comply with the requirements of this Agreement, notwithstanding any review or comment on its part.
Due Consideration. The sale of the Assets pursuant to this Agreement is not being made with the actual intent to hinder, delay or defraud any Person to which the Parent or the Company is indebted or any Person to which the Parent or the Company may become indebted. Each of the Parent and the Company has valid business reasons for selling the Assets. The Parent and the Company, after an auction process for the Company during which offering memoranda and due diligence materials were provided to potential buyers and bids were received, and such bids were compared and evaluated, have concluded that the Purchase Price constitutes reasonably equivalent value for the Assets. The Parent and the Company have delivered to the Buyer those resolutions of the Boards of Directors of the Parent and the Company that conclude that the Purchase Price constitutes reasonably equivalent value for the Assets. Neither the Parent nor the Company is engaged in business or a transaction, or is about to engage in business or a transaction, for which any property remaining with the Parent or the Company, as the case may be, is or will be unreasonably small capital, and neither the Parent nor the Company intends to incur, and has not incurred, debts beyond its ability to pay as they mature or as the Parent or the Company, as the case may be, expects to otherwise come due and payable. The Boards of Directors of the Parent and the Company have not authorized, and do not intend to authorize, any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, nor have the Boards of Directors authorized the officers of the Parent or the Company to take any action with respect to any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law.
Due Consideration. Each Party hereby finds, determines and stipulates that the benefits provided to it and the obligations hereunder are binding upon it and constitute due consideration for its execution of this Agreement.
Due Consideration. Each party agrees to give due consideration to any input received from the other party at such Joint Project Committee meetings; provided, however, that all final decisions relating to the development of Licensed Products in the [***] will be made by [***] and all final decisions relating to the development of Licensed Products in [***] will be made by [***].
Due Consideration. In any event, if one Party has elected not to take action pursuant to Section 9.5.2 (Right to Enforce), then it will explain its reasons for such decision to the other Party, and the other Party will consider these reasons in good faith prior to determining whether to exercise its second right to take action.
Due Consideration. As due consideration for the consulting services to be provided by the Consultant to the Company under the terms and conditions as set forth within this Agreement, the Company hereby agrees to the timely payment of the following to the Consultant;
Due Consideration. Calpine and the Calpine Transaction Parties acknowledge that they will generally obtain more favorable terms for Trades through the Transaction than the terms that are currently available to them for similar transactions with Third Parties and Calpine and the Calpine Transaction Parties desire Bear Stearns to provide financial support as part of the Transactiox xx xrder to enhance the credit of certain Gas and Power trades made by CalBear and CES and in order to otherwise support certain Gas and Power trading activities of the Calpine Transaction Parties. Calpine and the Calpine Transaction Parties have received due and adequate consideration and fair and equivalent value for their agreements and obligations under this Agreement and the other Transaction Documents as determined in good faith, in each case within the meaning of applicable state and federal fraudulent conveyance laws.
Due Consideration. The Employee represents and agrees that: (a) he or she has had the opportunity to consider this Agreement for a reasonable time before signing it; -11- (b) he or she has had a reasonable opportunity to consult an attorney before signing this Agreement; (c) he or she has read this Agreement in full and understands all of the terms and conditions set forth herein; and (d) he or she knowingly and voluntarily agrees to all of the terms and conditions set forth herein and intends to be legally bound by them. 6. New or different facts; application of release to unknown claims. The Employee acknowledges that he or she may hereafter discover facts different from or in addition to those now known or believed to be true regarding the subject matter of the Agreement, but: (a) agrees that this Agreement shall remain in full force and effect notwithstanding the existence or discovery of any such new or different facts; and (b) hereby waives all rights to which he or she may be entitled pursuant to Civil Code section 1542, which provides as follows: A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. 7. No existing claims; covenant not to file claims. The Employee represents that he or she has not filed any complaints, claims, grievances or actions against any of the Released Parties with any state, federal or local court or agency, and covenants not to file any complaints, claims, grievances or actions (other than those not subject to waiver by law, including as provided in Section 4.1 above) against any of the Released Parties herein at any time hereafter based on events occurring on or before the date on which he or she signs this Agreement. 8.
Due Consideration. The sale of the Acquired Assets pursuant to this Agreement is not being made with the actual intent to hinder, delay or defraud any Person to whom any of Seller or any of its Subsidiaries are indebted. Seller has valid business reasons for selling the Acquired Assets.
Due Consideration. As due consideration for the consulting services as provided by the Consultant to the Company under the terms and conditions as set forth within this Agreement, the company hereby agrees to the timely payment to the Consultant a signing retainer in the amount of fifteen percent (15%) of the stock in the company and any of its successor entities, upon the execution of this Agreement. In addition, the Company shall pay for all legal expenses associated with Consultant’s services provided in accordance with this Agreement. Finally, the Company shall pay to the Consultant a “bonus” in the Company’s sole discretion.
