SEC Clause Sample Clauses

SEC Clause. Pan American confirms that (i) the Pan American Shares are registered pursuant to Section 12(b) of the U.S. Exchange Act; (ii) the Rights are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and are not "restricted securities" as defined in Rule 144 thereunder; and (iii) the Pan American Shares representing the CVR Payment Amounts, if issued, will be issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be "restricted securities" as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legend. Pan American covenants that as of the Effective Date, Pan American will register the Rights under Section 12(g) of the U.S. Exchange Act, and Pan American will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act provided, however, that such registration shall not be required if it shall be determined that there are not the requisite number of Holders to require registration under Section 12(g) of the U.S. Exchange Act. Pan American further covenants that if Pan American's registration or reporting obligations with respect to the Pan American Shares or the Rights shall be terminated by Pan American in accordance with the U.S. Exchange Act, Pan American shall promptly deliver to the Rights Agent an officer’s certificate (in a form provided by the Rights Agent) notifying the Rights Agent of such registration or termination and such other information as the Rights Agent may require at the time. Pan American acknowledges that the Rights Agent is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients that are filing with the SEC.
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Related to SEC Clause

  • Sunset Clause The provisions of this Section expires automatically on the expiration date of this Agreement.

  • Merger Clause This Agreement, including the Exhibits attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. In the event that any term, condition, provision, requirement or specification set forth in this body of the agreement conflicts with or is inconsistent with any term, condition, provision, requirement or specification in any exhibit and/or attachment to this agreement, the provisions of this body of the agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties.

  • Additional Clauses 31.13.1 The Parties expressly agree that if any limitation or provision contained or expressly referred to in this Clause 31 (Indemnities and Liability) is held to be invalid under any Law, it will be deemed omitted to that extent, and if any party becomes liable for loss or damage to which that limitation or provision applied, that liability will be subject to the remaining limitations and provisions set out in this Clause 31 (Indemnities and Liability).

  • Xxxxxxx Clause 3.10 The Business Manager of the Union shall have the right to appoint a Xxxxxxx at any shop or job or on any crew where workers are employed under the terms of this Agreement. The Employer shall not make transfer of any Xxxxxxx from the shop or job or crew to which he was appointed to another shop or job or crew without first having notified the Business Manager of the Union of his/her desire to make such transfer and having secured Union's approval of the transfer proposed. Such Xxxxxxx shall see that this Agreement and Working and Safety Rules are observed and he shall be allowed sufficient time and be furnished necessary transportation to perform these duties during regular working hours. Under no circumstances shall the Employer dismiss, or otherwise discriminate against, an employee for making a complaint or giving evidence with respect to an alleged violation of any provision of the Agreement. The Xxxxxxx shall be included in all overtime at his/her headquarters whenever feasible. The Business Manager shall remove from his/her duties any Xxxxxxx at any time he considers the best interest of the Local Union will be served thereby and shall notify the Employer immediately of such removal. Among the duties of the Xxxxxxx are to:

  • BREAK CLAUSE IF YOU HAVE OPTED FOR A FIXED TERM CONTRACT YOU WILL NOT HAVE THE DETAILS OF A BREAK CLAUSE NOTED IN YOUR PARTICULARS.

  • SPECIAL CLAUSES [No special clauses apply to this grant agreement.] [The following special clauses apply to this grant agreement:]

  • Penalty Clause a. Non-execution of supply order - For the reasons of failure to supply partially or completely within 30 days, if the Procurement cell has to buy the items from the RC 2 (L-2), RC 3 (L-3) or approved local vendor firm, the rate difference in cost will be recovered from XX xxxxxx i.e. L1 /Billing Agency as appointed by the Rate Contract Holder. The difference amount will be deducted from the forthcoming bills of the supplier pertaining to any product. Repeated failure (Three times) to supply in part or in full may amount to termination of rate contract for the product (s) and forfeiture of Performance Security. Reasons of failure to supply the material will be communicated by the firm to the Procurement cell timely.

  • Survival Clause It is the intent of the Parties that this Agreement and procurement method applies to any TIPS Sale made during the life of this Agreement even if made on or near the Contract Expiration Date as defined herein. Thus, all TIPS Sales, including but not limited to: leases, service agreements, license agreements, open purchase orders, warranties, and contracts, even if they extend months or years past the TIPS Contract Expiration Date, shall survive the expiration or termination of this Agreement subject to the terms and conditions of the Supplemental Agreement between Customer and Vendor or unless otherwise specified herein.

  • Final Clauses 24.1 This Agreement will enter into force upon signature by both Parties and shall remain in force until completion of all obligations of the Parties under this Agreement.

  • WAIVER CLAUSE The parties acknowledge that during negotiations which resulted in this Agreement each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective bargaining, and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement. Therefore, the Board and the Union for the life of this Agreement each voluntarily and unqualifiedly waives the right, and agrees that the other shall not be obliged to bargain collectively with respect to any subject or matter not specifically referred to or covered in this Agreement, unless mutually agreed, even though such subject or matter may not have been within the knowledge or contemplation of either or both parties at the time that they negotiated or signed this Agreement.

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