July 2005 Clause Samples
July 2005. 8.4 For the purposes of this clause, a claim shall be regarded as settled if:
(a) the claim is withdrawn; or
(b) the Warrantors and the Purchaser so agree in writing; or
(c) a competent court has awarded judgment in respect of the claim and, where relevant, the period for lodging an appeal has expired without an appeal having been lodged.
8.5 In the event that any sum is retained in the Escrow Account after the Release Date in accordance with clause 8.3 then such sum will be released from the Escrow Account to the Sellers’ Solicitors (on behalf of the Shareholders) on the date falling [REDACTED] after the Release Date unless (i) the Purchaser has prior to such date commenced proceedings in respect of any such outstanding claim(s); or (ii) the Warrantors and the Purchasers agree that such sum should remain in the Escrow Account.
8.6 Any interest which accrues on the Escrow Sum (or any part of it) while in the Escrow Account shall follow the principal amount and shall be paid to the Shareholders or the Purchaser (as the case may be) at the same time as payment of the corresponding principal.
8.7 Each Shareholder shall be entitled to his Relevant Proportion of each sum released to the Sellers’ Solicitors (on behalf of the Shareholders) from the Escrow Sum under this clause.
8.8 Each of the Sellers shall (and shall procure that the Remaining Shareholders shall) and the Purchaser shall:
(a) on Completion give the Purchaser’s Solicitors joint instructions regarding the operation of the Escrow Account in the Agreed Form as contemplated by clause 4; and
(b) after Completion promptly give or join in giving all such instructions as are necessary to procure the operation of the Escrow Account, and application of the Escrow Sum and interest accruing on it (or any part of it), in accordance with the provisions of this clause.
8.9 Nothing in this clause or the agreement limits any other rights or remedies available to the Purchaser to recover any amount due to it in respect of an adjustment to the Consideration, a Warranty Claim or otherwise under this agreement or under the Tax Deed. To the extent that the Escrow Sum is insufficient to satisfy in full any amount so due to the Purchaser and which the Purchaser has requested be paid out of the Escrow Sum pursuant to this clause, the excess shall be paid to the Purchaser by the Warrantors or the Sellers or Woodbridge (as relevant) in accordance with their respective obligations under, and subject to the terms of, this agr...
July 2005. In terms of the protection of the victims’ rights to truth and justice, the JPL presents a mixed bag. One the one hand, it is undeniable that the guar- antees it provides in this area are much more robust than those originally contained in the AP Bill. For one, victims’ rights are recognized throughout the law as an important aspect of the process established by the law. In this context, article 4 of the JPL provides that: “The process of national reconciliation to which this law will give rise should promote, in any case, the right of the victims to truth, justice and reparation and respect the right to a fair trial and judicial guarantees of the accused.” The victims’ rights are further defined and explained in Articles 6 – 8 of the JPL. With regard to the right to justice, Article 6 recognizes that “the State has the obligation to carry out an effective investigation which leads to the identification, capture and sanctioning of the persons responsible for the crimes committed by the illegal armed groups […]”.
July 2005. Manager’s Undertaking means a letter of undertaking to be issued by each Manager to the Facility Agent confirming it shall not make a claim to security ranking ahead of the Lenders’ security in respect of a Vessel in form and substance satisfactory to the Facility Agent.
July 2005. Effective July 1, 2005, the pay rates on the July 1, 2003 pay schedules shall be increased by three percent (3 %) as shown in Sections A.1., 2., and 3.
July 2005 the Seller having delivered to the Buyer a copy of the FY2003 Audited Accounts and the FY2004 Audited Accounts; and (b) that the financial position of the Group as reflected in the FY2003 Audited Accounts and the FY2004 Audited Accounts does not constitute a Material Adverse Change when compared with the financial position of the Group as reflected in the Management Accounts in respect of the same financial year;