Specified Contract Sample Clauses

Specified Contract. Each teacher's contract shall contain the assigned building, area and special duty assignments. Teachers will be consulted when a change of assignment is being considered. This Article applies only to those teachers who have been employed for more than one (1) year.
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Specified Contract. The Contract set forth on Schedule 3.37 has been terminated and is of no further force and effect, with no ongoing liabilities or obligations of the Company, other than customary indemnification and expense reimbursement obligations.
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Specified Contract. Section 5.24 From the Execution Date through the Closing, Parent shall, and shall cause its Subsidiaries to, (a) perform under the Specified Contract in the Ordinary Course and (b) use commercially reasonable efforts to manage expenditures in respect of the Specified Contract in accordance with the project tracking report related to performance of the Specified Contract provided by Parent to Purchaser on or prior to the date hereof.
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Specified Contract. The parties shall use their commercially reasonable efforts and negotiate in good faith, acting reasonably, to agree on the terms and conditions of a supply contract between the Business and the Purchaser (the “DSA”) as promptly as reasonably practicable after the date hereof; provided, that, (i) the parties agree that DSA shall have as key terms (a) the key terms described in Sections 3, 4, 5, 19, 29.1, 29.2 and Appendix A-Master Parts List of the current draft supply contract being negotiated between the Business and the Purchaser attached as Section 7.21(a) of the Disclosure Letter (the “Current Draft DSA”) and (b) that, upon a change of control of the Business or the Transferred Entities, the DSA shall remain in full force and effect and shall not be terminable by either the Business or the Transferred Entities, on one hand, or the Purchaser, on the other hand (collectively, the “Key DSA Terms”) and (ii) although the parties will use the Current Draft DSA as the basis for commencing such good faith negotiations, the parties acknowledge and agree that none of the terms or conditions in the Current Draft DSA, other than the Key DSA Terms, are mutually agreed by the parties as of the date hereof and to the extent that any terms of the DSA have not been agreed by the parties on the date that is four weeks from the date hereof (the “Negotiation Period”), the parties shall promptly execute a form of the DSA which includes the Key DSA Terms and other terms and conditions that the parties mutually agree during the Negotiation Period, with any unresolved terms to be resolved by inserting applicable provisions that are consistent with the analogous provisions in the Contract set forth in Section 7.21(b) of the Disclosure Letter.
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Specified Contract. The Company shall have entered into the Contract set forth on Schedule 6.3(h) of the Company Disclosure Letter (the “Specified Contract”).
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Specified Contract. Notwithstanding anything herein to the contrary, Parent and Purchaser agree that (i) at any time prior to the Closing, Parent may cause the Transferred Entities to enter into an amendment to the Specified Contract solely to eliminate, modify or restructure any Liabilities of the Transferred Entities in respect of the obligations in Section 2.1 thereof, without the consent of the Purchaser, (ii) at any time after Closing, if Parent requests that the Transferred Entities execute an amendment to Section 2.1 of the Specified Contract solely to eliminate, modify or restructure any Liabilities of the Transferred Entities in respect of the obligations in Section 2.1 thereof, Purchaser shall cause the Transferred Entities to, and the Transferred Entities shall, enter into such amendment, (iii) the Transferred Entities shall not, and Purchaser shall not permit the Transferred Entities to, amend Section 2.1 of the Specified Contract in any manner after the Closing without the written consent of Parent, (iv) Parent agrees that it shall make, or cause to be made, the payments required by Section 2.1 of the Specified Contract (as it may be amended in a manner permitted by this Section 5.20) and (v) Purchaser and the Transferred Entities shall be responsible for any liabilities arising under any section of the Specified Contract, as it may be amended, except for Section 2.1; provided, however, that in the case of each of clause (i) and (ii) above, no such modification or restructuring shall increase the Liabilities of the Transferred Entities.
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Related to Specified Contract

  • Project contract 1. For each approved project a project contract shall be concluded between the Programme Operator and the Project Promoter.

  • Assigned Contracts The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, the Secured Party may directly enforce such right in its own or the Debtor's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, shall determine. In any suit, proceeding or action brought by the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor shall indemnify, defend and hold the Secured Party harmless from and against all expense (including without limitation Attorney Costs), loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor to or in favor of such obligor or its successors. All obligations of the Debtor under an Assigned Contract shall be and remain enforceable only against the Debtor and shall not be enforceable against the Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor shall at all times remain liable to observe and perform all of its material duties and obligations under the Assigned Contracts, and the Secured Party's exercise of any of its rights with respect to the Collateral shall not release the Debtor from any of such duties and obligations. The Secured Party shall not be obligated to perform or fulfill the Debtor's duties or obligations under the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Related Contracts (i) The Borrower hereby agrees that, to the extent not expressly prohibited by the terms of the Related Contracts, after the occurrence and during the continuance of an Event of Default, it shall (x) upon the written request of the Administrative Agent or the Collateral Agent, promptly forward to such Agent all information and notices which it receives under or in connection with the Related Contracts relating to the Collateral, subject to applicable confidentiality requirements, and (y) upon the written request of the Administrative Agent or the Collateral Agent, act and refrain from acting in respect of any request, act, decision or vote under or in connection with the Related Contracts relating to the Collateral only in accordance with the direction of such Agent; provided that if the Borrower receives conflicting requests pursuant to this subclause (y), it shall follow whichever request is evidenced to be derived from the direction of the Majority Lenders.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Project Contracts Authority shall upon its election, succeed, without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Contracts as the Authority may in its discretion deem appropriate, and shall upon such election be liable to the Contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Contracts from and after the date the Authority elects to succeed to the interests of the Concessionaire. For the avoidance of doubt, it is hereby agreed, and the Concessionaire hereby acknowledges, that all sums claimed by such Contractors as being due and owing for works and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors, and the Authority shall not in any manner be liable for such sums. It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Contracts, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment.

  • Derivative Contracts (a) The Trustee shall, at the direction of the Master Servicer, on behalf of the Trust Fund, enter into Derivative Contracts, solely for the benefit of the Class SB Certificates. Any such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of Section 4.11(b) and (c). Any acquisition of a Derivative Contract shall be accompanied by an appropriate amendment to this Agreement, including an Opinion of Counsel, as provided in Section 11.01, and either (i) an Opinion of Counsel to the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded under ERISA by U.S. Department of Labor Prohibited Transaction Exemption 94-29, as most recently amended, 67 Fed. Reg. 54487 (August 22, 2002), or Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), to the Holders of the Class A Certificates or the Class M Certificates, respectively, as of the date the Derivative Contract is entered into by the Trustee or (ii) the consent of each Holder of a Class A Certificate or a Class M Certificate to the acquisition of such Derivative Contract. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be distributed to the Class SB Certificates on the Distribution Date following receipt thereof by the Trustee. In no event shall such an instrument constitute a part of any REMIC created hereunder. In addition, in the event any such instrument is deposited, the Trust Fund shall be deemed to be divided into two separate and discrete sub-Trusts. The assets of one such sub-Trust shall consist of all the assets of the Trust other than such instrument and the assets of the other sub-Trust shall consist solely of such instrument.

  • Material Contracts and Commitments Neither the Company, nor, to the best knowledge of the Company, any third party is in default under any material contract, agreement or instrument to which the Company is a party.

  • Customer Contracts 6.2.1 The Redistributor should ensure that its contracts with its Customers give it all necessary rights to control and monitor Data use.

  • Assumed Contracts The term "Assumed Contracts" shall have the meaning set forth in Section 2.1(e).

  • New Contracts During the pendency of this Agreement, Seller will not enter into any contract, or modify, amend, renew or extend any existing contract, that will be an obligation affecting the Property or any part thereof subsequent to the Closing without Purchaser’s prior written consent in each instance (which Purchaser agrees not to withhold or delay unreasonably), except contracts entered into in the ordinary course of business that are terminable without cause (and without penalty or premium) on 30 days (or less) notice.

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