CONTRACTUAL AGREEMENT This Invitation for Bids shall be included and incorporated in the final contract or purchase order. The order of contract precedence will be the contract (purchase order), bid document, and response. Any and all legal actions associated with this Invitation for Bids and/or the resultant contract (purchase order) shall be governed by the laws of the State of Florida. Venue for any litigation involving this contract shall be the Ninth Circuit Court in and for Orange County, Florida.
COMMENCEMENT OF WORK UNDER A SOW AGREEMENT Commencement of work as a result of the SOW-RFP process shall be initiated only upon issuance of a fully executed SOW Agreement and Purchase Order.
Third Party Standstill Agreements During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement relating to a Takeover Proposal or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.
Project Agreement The Parties hereto have signed the Project Agreement, in counterpart, on the dates indicated below. Original Signed by 04-09-09 Xxxxxx Xxxxx Date Deputy Minister Natural Resources Canada Original Signed by 05-08-09 Xxxxx Xxxxxxxxx Date President Canadian Environmental Assessment Agency Original Signed by 04-08-09 Xxx Xxxxxxxx Date Chairman & Chief Executive Officer Canada-Newfoundland and Labrador Offshore Petroleum Board Original Signed by 19-08-09 Xxxxxx Xxxxxxxxx Date Deputy Minister Fisheries and Oceans Canada Original Signed by 18-08-09 Xxxxxx Xxxxxxxxxxx Date Deputy Minister Transport Canada Original Signed by 08-08-09 Xxx Xxxxxxx Date Deputy Minister Environment Canada Original Signed by 05-08-09 Xxxxxxx Xxxxxxx Date Deputy Minister Industry Canada Annexes Annex I Xxxxx Chart: Target Timelines for the Federal Review for the Project Annex II Key Milestones and Service Standards for the Environmental Assessment Annex III Canada-Newfoundland and Labrador Offshore Petroleum Board: Roles, Responsibilities, Key Milestones and Service Standards Annex IV Fisheries and Oceans Canada: Roles, Responsibilities, Key Milestones and Service Standards Annex V Transport Canada: Roles, Responsibilities, Key Milestones and Service Standards Annex VI Environment Canada: Roles, Responsibilities, Key Milestones and Service Standards Annex VII Industry Canada: Roles, Responsibilities, Key Milestones and Service Standards Annex VIII Other Government Departments and Agencies: Roles and Responsibilities Annex I Xxxxx Chart: Target Timelines for the Federal Review for the Project Xxxxx XX Key Milestones and Service Standards for the Environmental Assessment Description/Activity Lead Support As Needed Service Standard/ Completion Date Post the Notice of Commencement of the EA on the CEAR C-NLOPB RAs, CEA Agency Completed – March 6, 2009 Public Comment Period on the Proposed Scope C-NLOPB RAs, CEA Agency Completed – May 22, 2009 Announce Availability of Participant Funding CEA Agency Completed – April 22, 2009 Finalize Proposed Scope following Public Review Period RAs CEA Agency Coincident with submission of Comprehensive Study Track Report Submit Comprehensive Study Track Report to Minister of the Environment C-NLOPB RAs, CEA Agency Completed – June 18, 2009 Make EA Track Decision Minister of the Environment CEA Agency Completed – July 22, 2009 Award Participant Funding CEA Agency Coincident with posting of the Notice of the Minister’s EA Track Decision Post the Final Scope on the CEAR C-NLOPB RAs, CEA Agency Within five days following the Minister’s Track Decision Submit Draft Comprehensive Study Report (CSR) Proponent Determined by the Proponent Public Comment Period on the Draft CSR CEA Agency Eight weeks following receipt of the Draft CSR Review Draft CSR RAs FAs, CEA Agency Eight weeks following receipt of draft CSR Analyze Public Comments and Submit Federal Response to Proponent RAs FAs, CEA Agency Three weeks from the close of the Public Comment Period on Draft CSR Submit Revised CSR Proponent Determined by the Proponent Review Proponent’s Response to Comments on Draft CSR and direct Proponent to finalize CSR RAs FAs, CEA Agency 21 days from receipt of Proponent’s response Submit Final CSR Proponent Determined by the Proponent Approve Final CSR RAs FAs, CEA Agency 21 days from receipt of Final CSR Submit CSR to Minister of RAs FAs, Following the approval of the Final Description/Activity Lead Support As Needed Service Standard/ Completion Date the Environment CEA Agency CSR Public Comment Period on the Final CSR CEA Agency RAs, FAs 30 days following approval of the Final CSR Post Notice and Analysis of Public Comments on the Final CSR on the CEAR CEA Agency RAs, FAs Coincident with the posting of the Minister’s EA Decision Statement Post Notice of Minister of the Environment’s EA Decision CEA Agency 35 days from the close of the Public Comment Period on the Final CSR Post Course of Action Decisions on the CEAR C-NLOPB CEA Agency Within four weeks of Minister’s EA Decision Xxxxx XXX Canada-Newfoundland and Labrador Offshore Petroleum Board Roles, Responsibilities, Key Milestones and Service Standards EA • Participate in meetings with other federal/provincial authorities as appropriate; • Review and comment on the EA work plan, public participation plan and communications plan; • Review and provide input into the CSR; • Provide expert advice with respect to C-NLOPB’s mandate under the Atlantic Accord Implementation Act (AAIA); • Take course of action decision following the Minister of the Environment’s EA decision; • Provide input into the follow-up and monitoring programs relative to C-NLOPB’s areas of regulatory responsibilities and areas of interest as required; and • Work with other RAs and FAs to ensure implementation of mitigation measures and those aspects of the follow-up program related to C-NLOPB’s areas of regulatory responsibilities and areas of interest under the AAIA as required. Regulatory • Participate in meetings with other federal/provincial authorities as appropriate; • Undertake any required activities related to C-NLOPB’s regulatory responsibilities under the AAIA as required to support C-NLOPB’s regulatory decisions; and • Conduct monitoring, inspections, audits and investigations to support its regulatory decisions as required. Note: The following milestones represent the key activities associated with the regulatory process for the Project and are not intended to reflect the entire work plan schedule associated with this Project. Furthermore, these milestones may need to be adjusted as additional information is made available. MILESTONE ACTIVITIES/DESCRIPTION LEAD SERVICE STANDARD Liaise with Proponent regarding relevant issues associated with preparation of a Development Plan (DP) and Canada- NL Benefits Plan (BP) pursuant to the AAIA C-NLOPB liaises with Proponent regarding issues relevant to preparation of a complete DP and BP, in consideration of the C-NLOPB’s February 2006 Development Plan Guidelines and its February 2006 Canada-NL Benefits Plan Guidelines C-NLOPB Ongoing Announce public review process for review of DP and BP C-NLOPB will determine, in consideration of the Project Description and the Minister of the Environment’s EA track decision, the most appropriate public review process for review of the DP and the BP. C-NLOPB In a timely manner following Minister of the Environment’s EA track decision Submission of Development Plan and Canada-NL Benefits Plan Proponent provides C-NLOPB with a complete DP and BP supported by such documents as are necessary, including but not limited to an Environmental Impact Statement (EIS) and a Socio-Economic Impact Statement. The CSR and its associated documentation shall fulfil the requirements for an EIS. Proponent Dependent upon the Proponent Refer/Publish DP and BP If Public Review Body appointed under the AAIA, file DP and BP documentation with it for review. Otherwise, publish DP and BP for public comment. C-NLOPB 1 day after application submission Publication of AAIA Public Review Body report If appointed, Public Review Body publishes report AAIA Public Review Body No later than 270 days from referral of DP and BP, or such shorter period as the C-NLOPB may determine C-NLOPB staff finalize proposed DP, BP decisions C-NLOPB staff finalize proposed DP and BP decisions, ensuring appropriate consideration of Public Review Body report, and reflection of Minister of the Environment’s EA Decision C-NLOPB 30 days from the later of: publication of the Public Review Body report OR the Minister of the Environment’s EA Decision C-NLOPB Board makes DP, BP decisions C-NLOPB Board Members consider the proposed decisions. C-NLOPB finalizes its decisions respecting the DP and the BP; submits DP decision to Minister of Natural Resources Canada and NL Minister of Natural Resources C-NLOPB 60 days from finalization of proposed DP, BP decisions Approve/reject DP decision Minister of NRCan and NL Minister of Natural Resources approve or reject the C-NLOPB DP decision. AAIA prescribes 30-day maximum period for this activity. NL Minister of Natural Resources, Minister of NRCan No later than 30 days from submission by C-NLOPB of DP decision Announce, publish DP and BP decisions C-NLOPB publishes DP and BP decisions following receipt of approval from Ministers of Natural Resources C-NLOPB Within 5 days of receipt of approval from both Ministers Annex IV Fisheries and Oceans Canada Roles, Responsibilities, Key Milestones and Service Standards EA • Participate in meetings with other federal/provincial authorities as appropriate; • Review and comment on the EA work plan, public participation plan and communications plan; • Review and provide input into the CSR; • Provide expert advice with respect to DFO’s mandate under the Fisheries Act and aquatic species under the Species at Risk Act, where appropriate; • Take a course of action decision following the Minister of the Environment’s EA decision; • Provide input into the follow-up and monitoring programs relative to DFO’s areas of regulatory responsibilities and areas of interest under the Fisheries Act and aquatic species under the Species at Risk Act as required; and • Work with other RAs and FAs to ensure implementation of mitigation measures and those aspects of the follow-up program, related to DFO’s areas of regulatory responsibilities and areas of interest under the Fisheries Act and aquatic species under the Species at Risk Act as required. Regulatory • Participate in meetings with other federal/provincial authorities as appropriate; • Prepare regulatory work plan; • Undertake any required activities related to DFO’s mandate under the Fisheries Act and aquatic species under the Species at Risk Act as required, to support DFO’s regulatory decisions. Note: The following milestones represent the key activities associated with the regulatory process for the Project and are not intended to reflect the entire work plan schedule associated with this Project. Furthermore, these milestones may need to be adjusted as additional information is made available. MILESTONE ACTIVITIES/DESCRIPTION LEAD SERVICE STANDARD Receipt from Proponent of an application for a Subsection 35(2) Fisheries Act authorization DFO receives application from the Proponent for authorization of impacts to fish and fish habitat under subsection 35(2) of the Fisheries Act complete with adequate plans, maps, reports and data to support the review. This may include a Fish Habitat Compensation Proponent Dependent on timing of the submission of the application by the Proponent. The application should be received in conjunction with the draft CSR. Plan/Strategy to support the Fisheries Act review. DFO response to Proponent regarding impacts to fish and fish habitat and the Fish Habitat Compensation Plan/Strategy (if provided) DFO reviews the application package (including proposed Fish Habitat Compensation Plan/Strategy and associated financial security, if applicable), for adequacy, to support the Fisheries Act review. DFO requests further information, if required, to proceed with review of the application (and the CSR, if reviews are concurrent). DFO Concurrent with review of the CSR if application is received during the CSR review. Receipt of additional information from Proponent DFO receives additional information from Proponent Proponent Dependent on timing of the submission of additional information by Proponent DFO response to Proponent regarding Receipt/Review of the Fish Habitat Compensation Plan DFO notifies Proponent that the Fish Habitat Compensation Plan is acceptable DFO Within 60 days of receipt of an acceptable Fish Habitat Compensation Plan. Decision by DFO regarding Issuance of Subsection 35(2) Fisheries Act authorization If appropriate, DFO issues Fisheries Act authorization to Proponent for impacts to fish and fish habitat. DFO DFO issues an authorization contingent on the EA Course of Action Decision under paragraph 37(1)(a) of the CEAA. If the Minister of the Environment issues an environmental assessment decision statement under subsection 23(1) of the CEAA, to the effect that the Project is likely to cause significant environmental effects, DFO’s course of action must be approved by the Governor in Council. If this is the case and the course of action allows for the issuance of an authorization, then the following timelines will only apply once that approval is provided. DFO issues the authorization 90 calendar days after DFO makes its course of action decision. Issuance will be contingent upon receipt of an acceptable Fish Habitat Compensation Plan (including financial security) and the discharge of any legal Aboriginal consultation obligations associated with the authorization(s). Issuance of the authorization will also consider the Proponent’s timing needs for the authorization in that, should the authorization not be required until much later than the timeline above, DFO will issue it when it is appropriate. Annex V Transport Canada Roles, Responsibilities, Key Milestones and Service Standards EA • Participate in meetings with other federal/provincial authorities as appropriate; • Review and comment on the EA work plan, public participation plan and communications plan; • Review and provide input into the CSR;
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreement.
Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.
Valid Agreement This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
AGREEMENT RE-OPENER 46.01 This Agreement may be amended by mutual consent. If either party wishes to amend or vary this Agreement, it shall give to the other party notice in writing of any amendment proposed and the parties shall meet and discuss such proposal not later than one calendar month after receipt of such notice.
Franchise Agreement (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender.
ARM'S LENGTH AGREEMENT This Agreement and each of its terms are the product of an arm's length negotiation between the Parties. In the event any ambiguity is found to exist in the interpretation of this Agreement, or any of its provisions, the Parties, and each of them, explicitly reject the application of any legal or equitable rule of interpretation which would lead to a construction either "for" or "against" a particular party based upon their status as the drafter of a specific term, language, or provision giving rise to such ambiguity.
