Due Consideration Sample Clauses

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. 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 Transaction in order 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. 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. This Master Agreement and the Contracts were and ------------------ will be executed and delivered by AMG for reasonable and equivalent value and fair consideration.
Due Consideration. The Guardian represents and agrees that:
Due Consideration. In making wage and fringe benefit determinations, sec- tion 2(a)(5) of the Act requires that due consideration be given to the rates that would be paid by the Federal agency to the various classes of service employees if section 5341 or section 5332 of title 5 U.S.C., were applicable to them. Section 5341 refers to the Wage Board or Coordinated Federal Wage System for ‘‘blue collar’’ workers and section 5332 refers to the General Schedule pay system for ‘‘white collar’’ workers. The term due consideration implies the exercise of discretion on the basis of the facts and cir- cumstances surrounding each deter- mination, recognizing the legislative objective of narrowing the gap between the wage rates and fringe benefits pre- vailing for service employees and those established for Federal employees. Each wage determination is based on a survey or other information on the wage rates and fringe benefits being paid in a particular locality and also takes into account those wage rates and fringe benefits which would be paid under Federal pay systems.