LIB Clause Samples

LIB. GLB Log 1 TECTONIC CORED BOREHOLE 18234.GPJ <<DrawingFile>> 13/09/2018 13:17 10.0.000 Datgel Lab and In Situ Tool - DGD | Lib: Tectonic 2.00.2 2016-10-13 Prj: Tectonic 2.00 2016-02-16 100 65 41

LIB. CHARLOTTE decrees and orders relating to intellectual property protection, transportation, wage and hour, antitrust matters, consumer protection, currency exchange, equal employment opportunity, health and occupational safety, pension and employee benefit matters, securities and investor protection matters, labor and employment matters, and trading-with-the-enemy matters. (c) None of the Companies has received any notification of any asserted present or past unremedied failure by it to comply with any of such laws, rules, ordinances, decrees or orders.

LIB. CHARLOTTE (c) the type of accounts; and (d) the name of each person authorized to draw thereon or have access thereto. No person, corporation, firm or other entity holds a general or special power of attorney from any Company.

LIB. CHARLOTTE (d) During the Restricted Period, Seller will not sell any Designated Site to any person or entity other than to Buyer or any Affiliate thereof. (e) Notwithstanding the foregoing provisions of this Section 6.1 each Restricted Party may (i) be a passive investor owning no more than five percent (5%) of the outstanding equity securities of any corporation or other entity the equity securities of which are listed on a national securities exchange or traded on the NASDAQ National Market System (or the price of such securities is quoted at least once a week or in Wall Street Journal or New York Times) and with which such persons have no other connection and/or (ii) invest in or act as an employee of, consultant for, or hold another position with, WCA; (f) The Restricted Parties shall not, and each of them shall use reasonable efforts to cause each of their Affiliates not to, offer to employ any person who was an employee of Seller on any of the *** before the Closing Date and who is hired by Buyer, WCA or any of their Affiliates within *** of the Closing if that person has been an employee of Buyer, WCA or any of their Affiliates within one (1) year prior to the time such offer is made; (g) With respect to Buyer's (or any of its Affiliates') operations of the Companies (to the extent they relate to the collection, transportation and disposal of C&D waste in the Non-Compete Area (the "Purchased Business")), the Restricted Parties shall not, and each of them shall use reasonable efforts to cause his Affiliates not to, engage or participate in any effort or act to solicit or induce any customer, supplier, associate, employee, sales or other agent, independent contractor, or other person in a business relationship with any of the Companies or which has been a customer, supplier, associate, employee, sales or other agent, independent contractor, or other person in a business relationship with any of the Companies within three (3) years prior to that time, to discontinue such relationship with any of the Companies; provided, however that this Section 6.1(e) relates only to the Purchased Business and not with respect to any customer, supplier, etc. of any of the Companies on matters that do not directly pertain to the Purchased Business; (h) For the avoidance of doubt, the parties agree that the restrictions set forth in this Article 6 shall not apply to any landfill, transfer station or material reclamation centers owned or operated by Seller or any Affilia...

LIB. CHARLOTTE Current Assets, the amount of such excess shall be deducted on a *** basis from the Adjusted Cash Purchase Price. If the estimated Current Assets exceed the estimated Current Liabilities, the amount of such excess shall be added on a *** basis to the Adjusted Cash Purchase Price. Any such adjustment is referred to as the "Working Capital Adjustment." A form of this Worksheet, reflecting Current Assets and Current Liabilities of the Companies as of December 31, 2004, and supporting information is attached hereto as Exhibit A for illustrative purposes only.

LIB. We have assumed that each of the parties to the Agreement had the power and authority to enter into and perform the obligations undertaken by it under the Agreement, that (other than with respect to the Trustee) the Agreement was duly authorized, executed and delivered by each such party, and that (other than with respect to the Trustee) the Agreement constitutes the legal, valid and binding agreement of each such party, enforceable against each such party in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting creditors' rights generally and to general equity principles regardless of whether such enforcement is considered in a proceeding at law or in equity. As used herein, "to our knowledge" means the actual knowledge, without independent investigation, of facts or other information by any lawyer in our firm actively involved in the transactions contemplated by the Agreement. We express no opinion concerning the laws of any jurisdiction other than the substantive laws of the State of New York (without regard to conflicts of laws principles). Based upon and subject to the foregoing, we are of the opinion that: 1. The Agreement constitutes a legal, valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to creditors' rights generally, and to general principles of equity including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. 2. No consent, license, approval or authorization of, or filing or registration with, any New York governmental authority, bureau or agency is required to be obtained that has not been obtained by the Trustee in connection with the execution, delivery or performance by the Trustee of the Agreement. 3. The execution, delivery and performance by the Trustee of the Agreement does not violate any provision of any existing New York State law or regulation applicable to the Trustee, other than violations which individually and in the aggregate are not expected to have a material adverse effect on the ability of the Trustee to perform its...

LIB. CHARLOTTE (b) by (i) Buyer, if any condition in Article 8 has not been satisfied or waived in writing by March 1, 2005 or if satisfaction of any such condition is or becomes impossible (in either case, for reasons other than the failure of Buyer to comply with its obligations under this Agreement) or (ii) Seller, if any condition in Article 9 has not been satisfied or waived in writing by March 1, 2005 or if satisfaction of any such condition is or becomes impossible (in either case, for reasons other than the failure of Seller to comply with its obligations under this Agreement); or (c) by mutual consent of Buyer and Seller. If this Agreement is terminated pursuant to this Section 10.5, all further obligations of the parties under this Agreement will terminate; provided, however, that the obligations in Section 5.2(b) (confidentiality) and Article 12 (miscellaneous) will survive the termination. Nothing in this Section 10.5 will release any party from any liability for any breach of any representation, warranty, covenant or agreement in this Agreement. Regardless of the cause or manner of termination (except for the failure of the conditions set forth in the proviso in Section 2.6 to be satisfied or waived), WCA shall pay Seller the Break-up Fee, subject to the application of Section 2.7.

LIB. CHARLOTTE (iii) the existence, value or condition of, or failure to perfect its Lien against, any security for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (iv) any structural change in, restructuring of or similar change of the Borrower, any Guarantor or any of their respective Subsidiaries; or (v) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence of Section 2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Commitments; provided that a Guarantor may be released from the Guaranteed Obligations pursuant to Section 4.16 of this Guaranty. (b) Each Guarantor represents, warrants and agrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind against the Administrative Agent, the Lenders or the Borrower whether now existing or which may arise in the future. (c) Each Guarantor hereby agrees and acknowledges that the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty, and all dealings between the Borrower and any Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty.

LIB. If it is defined as float, link with MWCT32F.LIB or WCT32F.LIB.