Integral Part of Agreement Sample Clauses

Integral Part of Agreement. The Parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated hereby, that, without these agreements, the Parties would not enter into this Agreement and that any amounts payable pursuant to this Section 8.3 do not constitute a penalty. Accordingly, if any Party fails to promptly pay any amount due pursuant to this Section 8.3, such Party shall also pay any out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by the Party entitled to such payment in connection with a legal action to enforce this Agreement that results in a judgment for such amount against the Party failing to promptly pay such amount. Any amount not paid when due pursuant to this Section 8.3 shall bear interest from the date such amount is due until the date paid at a rate equal to the prime rate as published in The Wall Street Journal, Eastern Edition in effect on the date of such payment.
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Integral Part of Agreement. All relevant documents on the B2B Portal including without limitation any notice issued by the Purchaser via the B2B Portal shall form part of the Agreement and therefore, the Purchaser and the Supplier are required to comply with the requirements set out in those documents.
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Integral Part of Agreement. Acquiror and Target agree that -------------------------- the agreements contained in Section 9.3(c) above are an integral part of the transaction contemplated by this Agreement and constitute liquidated damages and not a penalty and shall represent Acquiror's sole and exclusive remedy and no party hereto shall seek any additional damages or remedies at law or in equity as a result or consequence of any such matter if this Agreement shall be terminated in the circumstances contemplated by such Section 9.3(c). Acceptance by Acquiror of the payment set forth in Section 9.3(c) shall constitute conclusive evidence that this Agreement has been validly terminated and upon acceptance of payment of such amount Target shall be fully released and discharged from any liability or obligation resulting from or under this Agreement.
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Integral Part of Agreement. The indemnification provisions in this ARTICLE 6 are an integral part of this Agreement and the Merger in the absence of which Parent would not have entered into this Agreement.
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Integral Part of Agreement. Each of Xxxxxx and Total acknowledge that the agreements contained in this Section 10.5 are an integral part of the transactions contemplated by this Agreement, and that without these agreements neither party would have entered into this Agreement. Each party respectively agrees to pay any costs and expenses of the other, including fees, disbursements and charges of counsel to the other, of enforcing its rights under this Section 10.5 in the event of any failure by the other to honor its obligations hereunder.
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Integral Part of Agreement. Each of Harris and Total acknowledge that the agreements contained in this Xxxxxxn 10.5 are an integral part of the transactions contemplated by this Agreement, and that without these agreements neither party would have entered into this Agreement. Each party respectively agrees to pay any costs and expenses of the other, including fees, disbursements and charges of counsel to the other, of enforcing its rights under this Section 10.5 in the event of any failure by the other to honor its obligations hereunder.
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Related to Integral Part of Agreement

  • Appendices Part of Agreement For the avoidance of doubt, it is acknowledged and agreed that the Appendices and Annexes appended hereto form a part of this Agreement. All defined terms used in this Agreement have the same meanings when used in the Appendices and Annexes hereto.

  • Assignment and Amendment of Agreement This Agreement automatically shall terminate without the payment of any penalty in the event of its assignment. No material amendment of this Agreement shall be effective until approved by the majority of the members of the Board who are not interested persons of the Trust (“Independent Trustees”), the Manager or the Subadviser and the shareholders of the affected Portfolio(s) to the extent required by the 1940 Act. The Subadviser agrees to notify the Manager of any change in control of the Subadviser within a reasonable time after such change.

  • Amendment of Agreement This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement:

  • Amendment or Assignment of Agreement Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

  • STATEMENT OF AGREEMENT The parties hereby acknowledge the accuracy of the foregoing Background Information and hereby agree as follows:

  • Effect of Agreement Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.

  • Termination and Amendment of Agreement The Corporation and the Custodian mutually may agree from time to time in writing to amend, to add to, or to delete from any provision of this Agreement. The Custodian may terminate this Agreement by giving the Corporation ninety days' written notice of such termination by registered mail addressed to the Corporation at its principal place of business. The Corporation may terminate this Agreement at any time by written notice thereof delivered, together with a copy of the resolution of the Board of Directors authorizing such termination and certified by the Secretary of the Corporation, by registered mail to the Custodian. Upon such termination of this Agreement, assets of the Corporation held by the Custodian shall be delivered by the Custodian to a successor custodian, if one has been appointed by the Corporation, upon receipt by the Custodian of a copy of the resolution of the Board of Directors of the Corporation certified by the Secretary, showing appointment of the successor custodian, and provided that such successor custodian is a bank or trust company, organized under the laws of the United States or of any State of the United States, having not less than two million dollars aggregate capital, surplus and undivided profits. Upon the termination of this Agreement as a part of the transfer of assets, either to a successor custodian or otherwise, the Custodian will deliver securities held by it hereunder, when so authorized and directed by resolution of the Board of Directors of the Corporation, to a duly appointed agent of the successor custodian or to the appropriate transfer agents for transfer of registration and delivery as directed. Delivery of assets on termination of this Agreement shall be effected in a reasonable, expeditious and orderly manner; and in order to accomplish an orderly transition from the Custodian to the successor custodian, the Custodian shall continue to act as such under this Agreement as to assets in its possession or control. Termination as to each security shall become effective upon delivery to the successor custodian, its agent, or to a transfer agent for a specific security for the account of the successor custodian, and such delivery shall constitute effective delivery by the Custodian to the successor under this Agreement. In addition to the means of termination herein before authorized, this Agreement may be terminated at any time by the vote of a majority of the outstanding shares of the Corporation and after written notice of such action to the Custodian.

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