Seller and Xxxxx Sample Clauses

Seller and Xxxxx. (both as to information disclosed, a “Disclosing Party”) may each provide the other (both as to information received, a “Receiving Party”)
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Seller and Xxxxx recognise the importance of securing and maintaining safety in all matters contemplated in this Agreement including the operation of facilities and the transportation of LNG and it is their intention to secure and maintain International Standards of safety in accordance with the generally accepted standards prevailing in the liquefied Natural Gas industry from time to time.
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Seller and Xxxxx stipulate and agree that the rights of Buyer under this Agreement are of a specialized and unique character and that immediate and irreparable damage will result to Buyer and the Acquired Systems if Seller or Xxxxx fail to or refuse to perform their obligations under this Agreement and, notwithstanding any election by Buyer to claim damages from Seller or Xxxxx as a result of any such failure or refusal, Buyer may, in addition to any of the remedies and damages available, seek an injunction in a court of competent jurisdiction to restrain any such failure or refusal. In the event the Buyer obtains any such injunction, order, decree or other relief, in law or in equity, Seller and Xxxxx shall be responsible for reimbursing Buyer for all costs associated with obtaining the relief, including reasonable attorneys' fees for outside and/or in-house counsel (as Buyer may elect in its sole discretion) and expenses and costs of suit.
Sample 1
Seller and Xxxxx. (as to information disclosed, the “Disclosing Party”) may each provide the other party (as to information received, the “Receiving Party”) with Confidential Information in connection with this Contract. “Confidential Information” means (a) information that is designated in writing as “confidential” or “proprietary” by Disclosing Party at the time of written disclosure and
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Seller and Xxxxx and Dutt acknowledge and agree, jointly and severally, that they have had access to confidential and proprietary information and trade secrets of the Company ("Company Confidential Information") that is a valuable asset of the Company. Further, Seller and Xxxxx and Dutta acknowledge and agree, jointly and severally, that they have had access to certain confidential and proprietary information and trade secrets of Purchaser ("Purchaser Confidential Information") during the negotiation of this Agreement. Seller and Xxxxx and Dutta agree, jointly and severally, that they will not disclose any Purchaser Confidential Information or Company Confidential Information to any third party or use any such information for their own benefit without the prior written permission of Purchaser.
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Seller and Xxxxx acknowledge and agree that a whole or partial assignment of this Agreement to a QI or a QEAT shall not release either Seller or Buyer from, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Assets if such costs are the result of the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.
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Seller and Xxxxx understand and agree that each party will be responsible for the payment of their own attorneys fees and that the Seller shall be responsible for the drawing of all deeds and any affidavits of trustees.
Sample 1
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Related to Seller and Xxxxx

  • Seller and Buyer May Affirm or Terminate Without limiting any other right or remedy of the parties including those under this contract or any right at law or in equity, if the Seller or Buyer, as the case may be, fails to comply with an Essential Term, or makes a fundamental breach of an intermediate term, the Seller (in the case of the Buyer’s default) or the Buyer (in the case of the Seller’s default) may affirm or terminate this contract.

  • Xxxx and Xx Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company did not effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [_________, 20__]1 as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated certificate of incorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc.

  • Xxxxxx and X Xxx, “A unified monotonic approach to generalized linear fractional programming,” Journal of Global Optimization, vol. 26, no. 3, pp. 229–259, 2003. [14] X. X. Xxxx, X. X. Xxxxx, and X. Xxxxx, “Xxxxx: Achieving global optimality for a non-convex wireless power control problem,” IEEE Transactions on Wireless Communications, vol. 8, no. 3, pp. 1553–1563, Mar 2009. [15] X. Xxxxxxxx and X. Xxxxxxx, “Common randomness in information theory and cryptography - part I: Secret sharing,” IEEE Transactions on Information Theory, vol. 39, no. 4, pp. 1121–1132, Jul. 1993. [16] I. Safaka, X. X. Xxxxxxxxxx, X. Xxxxxxx, E. Atsan, C. Fragouli, X. Xxxxxxxx, and X. Xxxxxxx, “Exchanging Secrets without Using Cryptography,” arXiv:1105.4991 [cs, math], May 2011, arXiv: 1105.4991. [Online]. Available: xxxx://xxxxx.xxx/abs/1105.4991 [17] I. Safaka, C. Fragouli, X. Xxxxxxxx, and X. Xxxxxxx, “Exchanging pairwise secrets efficiently,” in 2013 Proceedings IEEE INFOCOM, Apr. 2013, pp. 2265–2273.‌ [18] E. Atsan, I. Safaka, X. Xxxxxx, and X. Xxxxxxxx, “Low cost security for sensor networks,” in 2013 International Symposium on Network Coding (NetCod), Jun. 2013, pp. 1–6. [19] X. Xxxxxxxx, X. Xxxxxxx, X. Xxxxxx, X. Xxxxxxxx, X. Xxxxxxxxx, and X. Xxxxxxxxxxx, “Creating Secrets out of Erasures,” in Proceedings of the 19th Annual International Conference on Mobile Computing & Networking, ser. MobiCom ’13. New York, NY, USA: ACM, 2013, pp. 429–440. [Online]. Available: xxxx://xxx.xxx.xxx/10.1145/2500423.2500440 [20] X. X. Xxxx and X. Xxxxxxxxxxxx, Convex Optimization. Cambridge University Press, Mar. 2004. [21] X. X. Xxxxxxxxx, X. Xxxxx, and X. X. Xxxxxxxx, Convex Analysis and Optimization. Athena Scientific, 2003. [22] X. Xxxx, X. X. Xxxxxxxxxxx, X. Xxxxxxxx, and X. X. Xxxxxxx, “Secret communication over broadcast erasure channels with state-feedbac,” IEEE Transactions on Information Theory, vol. 61, pp. 4788–4808, Sep. 2015. [23] X. X. XxxXxxxxxxx, The Theory of Error-Correcting Codes, 2nd ed. Amsterdam; New York; New York: North Holland Publishing Co., 1978. [24] C. Fragouli and X. Xxxxxxxx, Network Coding Fundamentals. Hanover, MA: Now Publishers Inc, Jun. 2007.

  • Xxxxxxx and X Xxxx¨cker. A detailed account of Xxxxx Xxxxxx’ version of the standard model. IV. Rev. Math. Phys. 8 (1996) 205–228.

  • Xxxxx and X Xxxxxxxxxx. Non-Commutative Geometry, Non- Associative Geometry and the Standard Model of Particle Physics, 1401.5083.

  • Xxxxxxxx and X Xxxxx. Generalized FLP impossibility result for t-resilient asynchronous computations. STOC 1993: Proceedings of the twenty-fifth annual ACM symposium on Theory of computing, pp. 91–100. ACM, New York (1993)

  • SEC Filings and the Xxxxxxxx-Xxxxx Act (a) The Company has filed with or furnished to the SEC, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company since January 1, 2008 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "Company SEC Documents").

  • Disputes between the Contracting Parties 1. Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall, as far as possible, be settled through negotiation.

  • Settlement of Disputes between the Contracting Parties 1. Disputes between the Contracting Parties concerning the interpretation or application of this Agreement should, if possible, be settled through diplomatic channels.

  • Xxxxx-Xxxxx Act Xxxxx-Xxxxx Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Xxxxx-Xxxxx Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Xxxxxxxx “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

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