Surge U Clause Samples
The 'Surge U' clause establishes terms for handling increased demand or workload beyond normal expectations. Typically, this clause outlines procedures for scaling up resources, adjusting timelines, or modifying compensation when a surge in activity occurs, such as during peak business periods or unexpected spikes in service requests. Its core function is to ensure both parties are prepared for and can efficiently manage sudden increases in demand, thereby minimizing disruption and clarifying responsibilities during such events.
Surge U. S. has complied with and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time, other than those which have been waived by the Agent in writing;
Surge U. S. has full corporate power and authority to execute, deliver and perform its obligations under this Trust Indenture and to issue the Surge U.S. Common Shares issuable upon exchange of the Debentures;
Surge U. S. has not failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Law; and
Surge U. S. is a “registrant” within the meaning of the Applicable U.S. Securities Laws and the Surge U.S. Shares are currently listed for trading on the OTC Bulletin Board and has filed with the United States Securities and Exchange Commission all required filings in a timely manner since the date Surge U.S. first became a “registrant”;
Surge U. S. has full corporate power, capacity and authority to enter into this Agreement, the Indenture and the Subscription Agreements, and to perform its obligations set out herein and therein, and this Agreement is, and the Indenture and the Subscription Agreements will on the Closing Date be, duly authorized, executed and delivered by Surge U.S., and this Agreement is, and the Indenture and the Subscription Agreements will on the Closing Date be, legal, valid and binding obligations of Surge U.S. enforceable against Surge U.S. in accordance with their respective terms, subject to the general qualifications that:
(i) enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting creditors’ rights generally;
(ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court;
(iii) the enforceability of any provision exculpating a party from liability or duty otherwise owed by it may be limited under applicable law;
(iv) the enforceability of any provision may be limited by and subject to applicable laws regarding limitations of actions;
(v) the enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document would be determined only in the discretion of the court;
(vi) enforceability may be limited by the equitable or statutory powers of the courts in Canada and the United States having jurisdiction to stay proceedings before them and the execution of judgments; and
(vii) rights to indemnity and contribution hereunder may be limited under applicable law;
Surge U. S. is not a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the by-laws of Surge U.S. and applicable laws, and the indemnification provided for herein) or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person;
Surge U. S. is not a party to any agreement or arrangement to acquire any shares or other interests in any other companies or persons and is not a party to any agreement or arrangement to acquire or lease any other business operations;
Surge U. S. agrees that it shall prepare and file, no later than forty five (45) days from the Closing Date, with the Securities and Exchange Commission a registration statement on Form SB-2 under the U.S. Securities Act for the resale by the Subscribers of the Surge U.S. Shares. Surge U.S. shall cause the registration statement to remain effective until all of the Surge U.S. Shares have been sold. Surge U.S. shall use its best efforts (i) to have the registration statement declared effective by the Securities and Exchange Commission no later than ninety (90) days after the date filed and (ii) to insure that the initial registration statement and any subsequent registration statement remains in effect until all of the Surge U.S. Shares have been sold.
Surge U. S. has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;
Surge U. S. will will carry on its business in a prudent manner in accordance with industry standards and good business practice and will keep or cause to be kept proper books of accounts in accordance with applicable law;