Initial Agreements Clause Samples
Initial Agreements. For purposes of this Section 9.09, the term “Claims” means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities, damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction Documents and any communications between the Parties related thereto, including without limitation any claims of mutual mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement (or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. The Parties hereby agree that the Claims may be arbitrated in one or more Arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all other Claims). The Parties hereby agree that the arbitration provisions set forth in this Section 9.09 (“Arbitration Provisions”) are binding on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction Document) or declare the Agreement (or these Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant to Section 29 of the Exchange Act or for any other reason is subject to these Arbitration Provisions. Any capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in this Agreement.
Initial Agreements. A. Within five business days after the date of execution of this letter agreement by each of Miranda and MUI (the “Execution Date”), PDUS shall make an initial payment to MUI of $3,000 (the “Initial Payment”). In addition, within five business days after the Execution Date, PDUS shall promptly make a payment to MUI in the amount of $2,375 (the “Reimbursement Payment”). The Reimbursement Payment shall reimburse MUI for claim maintenance fees paid with respect to the Claims (as defined in Section II.C.2) in August of 2005. ▇▇. ▇▇▇▇▇▇ ▇. Higgs November __, 2005 Page 2
B. Upon execution of this letter agreement, MUI shall make available to PDUS all records, information and data in its possession or reasonably available to it relating to title to the Property or environmental conditions at or pertaining to the Property, and all maps, assays, surveys, technical reports, drill logs, samples, mine, mill, processing and smelter records, and metallurgical, geological, geophysical, geochemical, and engineering data, and interpretive reports derived therefrom, concerning the Property, and PDUS, at its expense, may copy any such records, information and data that PDUS desires. MUI makes no representation or warranty as to the accuracy, reliability or completeness of any such records, information or data, and PDUS shall rely on the same at its sole risk. If at any time on or before 5:00 p.m. Pacific Standard Time on the date that is 60 days after the Effective Date of this letter agreement (the “Due Diligence Period”), PDUS notifies MUI of a defect in title to all or any portion of the Claims that is unacceptable to PDUS in its sole discretion, or of environmental conditions associated with the Property that are unacceptable to PDUS in its sole discretion, PDUS may terminate this letter agreement. In the event of such termination, PDUS shall have no further obligation or liability to Miranda or MUI whatsoever under this letter agreement with respect to the Property or otherwise.
▇. ▇▇▇ hereby grants to PDUS, effective as of the end of the Due Diligence Period, or such earlier date as PDUS notifies Miranda that PDUS is satisfied with its due diligence, the exclusive right to possession of the Property and to enter upon the Property for purposes of performing Exploration, Development and Related Work (as defined in the attached Exhibit B), and the right to acquire an undivided 60% interest in the Property by incurring certain Work Expenditures (as defined in the attached ...
Initial Agreements. On June 5, 1973, Atlas Consolidated Mining & Development Corporation (ATLAS) entered into an operating agreement with ▇▇▇▇▇▇-▇▇▇▇▇ comprising the heirs of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇. Under this agreement, ATLAS was granted exploration and development rights over twelve mining claims in Toledo City, Cebu, in exchange for royalties.
Initial Agreements. A. Within five business days after the date of execution of this letter agreement by GAM (the "Effective Date"), PDUS shall make an initial payment to GAM of $250,000 (the "Initial Payment").
B. Upon execution of this letter agreement, GAM shall make available to PDUS all records, information and data in its possession or reasonably available to it relating to title to the Property or environmental conditions at or pertaining to the Property, and all maps, assays, surveys, technical reports, drill logs, samples, mine, mill, processing and smelter records, and metallurgical, geological, geophysical, geochemical, and engineering data, and interpretive reports derived therefrom, concerning the Property, and PDUS, at its expense, may copy any such records, information and data that PDUS desires. GAM makes no representation or warranty as ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ Great American Minerals, Inc. October 20, 2004 Page 2 to the accuracy, reliability or completeness of any such records, information or data, and PDUS shall rely on the same at its sole risk. If at any time on or before 5:00 p.m. Pacific Standard Time on the date that is 60 days after the Effective Date of this letter agreement (the "Due Diligence Period"), PDUS notifies GAM of a defect in title to all or any portion of the Claims that is unacceptable to PDUS in its sole discretion, or of environmental conditions associated with the Property that are unacceptable to PDUS in its sole discretion, PDUS may terminate this letter agreement with respect to all or a portion of the Property. In the event of such termination as to the entire Property, PDUS shall have no further obligation or liability to GAM whatsoever under this letter agreement, except that the Confidentiality Agreement between PDUS and GAM dated April 20, 2004 (the "Confidentiality Agreement") shall remain binding on PDUS and GAM for a period of one year following the effective date of such termination. If PDUS notifies GAM that PDUS is terminating this letter agreement as to the entire Property due to a material title defect, GAM shall promptly return the full amount of the Initial Payment to PDUS. Otherwise, if PDUS terminates this letter agreement pursuant to this paragraph I.B, GAM shall be entitled to retain the Initial Payment.
C. Unless this letter agreement is terminated as to the entire Property pursuant to paragraph I.B, not later than the last day of the Due Diligence Period, PDUS shall notify GAM whether or not PDUS wishes to proceed unde...
Initial Agreements. The Secretary may enter into not more than three local flexibility demonstration agreements under this division with local educational agencies in each State that does not have a grant of flexibility authority under division A of this subpart.
Initial Agreements. A. Within five business days after the date of execution of this letter agreement by each of M▇▇▇▇▇▇ and MUI (the “Effective Date”), PDUS shall make an initial payment to MUI of $30,000 (the “Initial Payment”). In addition, within five business days after the Effective Date, PDUS shall promptly make a payment to MUI in the amount of $26,201 (the “Reimbursement Payment”). The Reimbursement Payment shall reimburse MUI for (i) claim location and maintenance fees and associated filing and recording costs incurred by MUI with respect to the 45 new unpatented mining claims identified with an asterisk on Exhibit A, and (ii) claim maintenance fees paid with respect to all of the Claims (as defined in Section II.C.3) in August of 2005. To the M▇. ▇▇▇▇▇▇ ▇. Higgs September __, 2005 Page 2 extent that PDUS makes a reasonable determination that any of those 45 claims are invalid, PDUS shall notify MUI, and PDUS shall be entitled to deduct an amount equivalent to $165 per invalid claim from the Periodic Payment made on the first Anniversary Date.
B. Upon execution of this letter agreement, MUI shall make available to PDUS all records, information and data in its possession or reasonably available to it relating to title to the Property or environmental conditions at or pertaining to the Property, and all maps, assays, surveys, technical reports, drill logs, samples, mine, mill, processing and smelter records, and metallurgical, geological, geophysical, geochemical, and engineering data, and interpretive reports derived therefrom, concerning the Property, and PDUS, at its expense, may copy any such records, information and data that PDUS desires. MUI makes no representation or warranty as to the accuracy, reliability or completeness of any such records, information or data, and PDUS shall rely on the same at its sole risk. If at any time on or before 5:00 p.m. Pacific Standard Time on the date that is 60 days after the Effective Date of this letter agreement (the “Due Diligence Period”), PDUS notifies MUI of a defect in title to all or any portion of the Claims that is unacceptable to PDUS in its sole discretion, or of environmental conditions associated with the Property that are unacceptable to PDUS in its sole discretion, PDUS may terminate this letter agreement. In the event of such termination, PDUS shall have no further obligation or liability to Miranda or MUI whatsoever under this letter agreement with respect to the Property or otherwise.
C. ▇▇▇ hereby grants t...
Initial Agreements