Reliance; Enforcement Sample Clauses

Reliance; Enforcement. This letter agreement may be relied upon only by Parent, provided, that, the Company may rely upon and enforce this letter agreement as an express third-party beneficiary of this letter agreement and may cause the Investor to perform its obligations hereunder to the extent that: (a) the Company is awarded specific performance of Parent’s or Merger Sub’s obligation to cause the Cash Equity to be funded in accordance with the terms and conditions set forth in Section 9.10 of the Merger Agreement; or (b) the Company is enforcing its rights to consent to certain matters as provided for in this letter agreement. The Investor agrees: (i) not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason (other than as a result of (x) defenses to the payment of Merger Amounts that would be available to Merger Sub or Parent under the Merger Agreement and/or (y) the limitations set forth in Section 9.10 of the Merger Agreement); and (ii) any party seeking an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement in accordance with this Section 5 shall not be required to provide proof of damages or any bond or other security as a prerequisite to obtaining such an order, injunction or other equitable relief. Except as set forth in the foregoing sentences of this Section 5, nothing set forth in this letter agreement, express or implied, shall be construed to confer upon or give any Person other than Parent any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Commitment or any provisions of this letter agreement. Parent’s creditors (other than the Company) shall have no right to enforce this letter agreement or to cause Parent to enforce this letter agreement. For the avoidance of doubt and notwithstanding anything to the contrary contained herein or in the Merger Agreement, and notwithstanding that this letter agreement is referred to in the Merger Agreement, except as set forth in this Section 5, no party (including the Company and any of its respective Subsidiaries or Affiliates) other than Parent, shall have any rights against the Investor pursuant to this letter agreement.
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Reliance; Enforcement. Company has entered into this Agreement in order to induce Indemnitee to serve or to continue to serve as a director or officer of Company and acknowledges that Indemnitee is relying upon this Agreement in continuing in such capacity. Company agrees that its obligations set forth in this Agreement are unique and special, and that failure of Company to comply with the provisions of this Agreement will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity with respect to breach of this Agreement, Indemnitee will be entitled to injunctive or mandatory relief directing specific performance by Company of its obligations under this Agreement.
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Reliance; Enforcement. Senior Parties have relied hereon and it is intended by all parties that the Senior Parties shall be third party beneficiaries and are entitled directly to enforce their rights hereunder as if a party hereto.
Sample 1
Reliance; Enforcement. Landlord acknowledges Tenant's material reliance upon the provisions of this Termination and Release, and agrees that it may be specifically enforced in any court of competent jurisdiction. THUS DONE AND SIGNED in the presence of the undersigned attesting witnesses and me, Notary Public at _____________________________ on this ____ day of _______ 1995. THE XXXXXX CORPORATION, a Louisiana corporation WITNESSES: __________________ BY:___________________________ Name: Xxxxxxx X. Xxxxxxxx Title: President ------------------ --------------------------- NOTARY PUBLIC THUS DONE AND SIGNED in the presence of the undersigned attesting witnesses and me, Notary Public at _____________________________ on this ____ day of _______ 1995. PLAYERS LAKE XXXXXXX, INC., a Louisiana corporation WITNESSES: __________________ BY:___________________________ Xxxxx Xxxxxxx, President ------------------ --------------------------- NOTARY PUBLIC
Sample 1

Related to Reliance; Enforcement

  • Specific Enforcement Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

  • Law Enforcement 24.1 Each Party may cooperate with law enforcement authorities and national security authorities to the full extent required or permitted by Applicable Law in matters related to Services provided by it under this Agreement, including, but not limited to, the production of records, the establishment of new lines or the installation of new services on an existing line in order to support law enforcement and/or national security operations, and, the installation of wiretaps, trap-and-trace facilities and equipment, and dialed number recording facilities and equipment.

  • Compliance and Enforcement If Contractor willfully fails to comply with any of the provisions of the LBE Ordinance, the rules and regulations implementing the LBE Ordinance, or the provisions of this Agreement pertaining to LBE participation, Contractor shall be liable for liquidated damages in an amount equal to Contractor’s net profit on this Agreement, or 10% of the total amount of this Agreement, or $1,000, whichever is greatest. The Director of the City’s Human Rights Commission or any other public official authorized to enforce the LBE Ordinance (separately and collectively, the “Director of HRC”) may also impose other sanctions against Contractor authorized in the LBE Ordinance, including declaring the Contractor to be irresponsible and ineligible to contract with the City for a period of up to five years or revocation of the Contractor’s LBE certification. The Director of HRC will determine the sanctions to be imposed, including the amount of liquidated damages, after investigation pursuant to Administrative Code §14B.17. By entering into this Agreement, Contractor acknowledges and agrees that any liquidated damages assessed by the Director of the HRC shall be payable to City upon demand. Contractor further acknowledges and agrees that any liquidated damages assessed may be withheld from any monies due to Contractor on any contract with City. Contractor agrees to maintain records necessary for monitoring its compliance with the LBE Ordinance for a period of three years following termination or expiration of this Agreement, and shall make such records available for audit and inspection by the Director of HRC or the Controller upon request.

  • Contract Enforcement Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED TO A, B2, 5-7. Enforcement of Contract and Dispute Resolution Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED

  • Governing Law; Enforcement The terms of this Settlement Agreement shall be governed by the laws of the State of California and apply within the State of California. For purposes of this Settlement Agreement only, the Settling Entity stipulates that the Superior Court of California shall have personal jurisdiction over it for the limited and sole purpose of an action to enforce the terms of this Settlement Agreement, brought without joinder of other claims. As an expressed condition of this Settlement Agreement, the Settling Entity waives any exemptions under California Health & Safety Code §25249.6

  • Restriction on Enforcement Intra-Group Lenders Subject to Clause 12.7 (Permitted Enforcement: Intra-Group Lenders)‎, none of the Intra-Group Lenders shall be entitled to take any Enforcement Action in respect of any of the Intra-Group Liabilities at any time prior to the Final Discharge Date.

  • Monitoring and Enforcement During the Subsidy Period, the Subsidizing Agency shall have exclusive authority and jurisdiction for all monitoring, oversight, and enforcement functions with respect to the Affordable Units, including without limitation, provision of the Affordable Units, monitoring eligibility for tenancy, calculation of affordable rentals and all matters related to limited dividend restrictions. From and after the Subsidy Period, the Town shall have the right to monitor the Applicant’s compliance with the terms of Paragraph 3 above. The Town may retain a monitoring agent (the “Town Monitoring Agent”) the reasonable fees for which shall be paid by the Applicant (as provided in Condition 26 of the Comprehensive Permit), to monitor the Applicant’s compliance with requirements of the Town Regulatory Agreement. The Applicant agrees to submit to the Town Monitoring Agent all certifications in the same form, and with the same level of detail, as were made the Applicant to the Subsidizing Agency during the Subsidy Period relative to its compliance with the provisions of Paragraph 3 above.

  • Severability; Enforcement If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.

  • Non-Judicial Enforcement The Administrative Agent may enforce its rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by law, each Grantor expressly waives any and all legal rights which might otherwise require the Administrative Agent to enforce its rights by judicial process.

  • Expenses of Enforcement The Account Holder and, as the case may be, every Cardmember shall indemnify the Bank in respect of any and all reasonable expenses properly incurred by the Bank in enforcing or attempting to enforce this Agreement including all reasonable legal fees, and disbursements. The Bank shall, on request, provide the Account Holder and, as the case may be, every Cardmember with a breakdown of all expenses he/she is liable to pay under this Clause 26.

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