The Agreement; 2 Sample Clauses

The Agreement; 2. The Registration Rights Agreement among the Company and you dated May __, 1997; 3. The form of Warrants attached to the Agreement as Exhibit B; 4. The Company's Articles of Incorporation, as amended, as certified by the Secretary of State of the State of Florida on ___________; 5. The Company's Bylaws; 6. A certificate of good standing for the Company issued on _________ by the Secretary of State of Florida; and 7. Certificates, dated as of the date hereof, containing certain representations and executed by certain officers of the Company in connection with the Closing. 8. The Offering Memorandum, including the material incorporated there in by reference. 9. Certificates, dated as of the date hereof, containing certain representations and executed by certain officers of the Company in connection with the Closing. The documents numbered 1 through 3 listed above are hereinafter collectively referred to as the "Transaction Documents" and the documents numbered 4 through 7 listed above are hereinafter collectively referred to as the "Constituent Documents". This opinion is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage, and other limitations, all as more particularly described in the Accord, and this opinion should be read in conjunction therewith. The law covered by the opinions expressed herein is limited to the federal laws of the United States and the laws of the State of Florida. Except as otherwise indicated herein, capitalized terms used in this opinion are defined as set forth in the Agreement or the Accord. With respect to factual matters, we have relied upon the representations made by the Company in Section 2 of the Agreement and the certificate referred to in Item 9, above. With respect to our opinions expressed below relating to valid existence and good standing, we have relied, without independent investigation, upon the certificate of good standing referred to above. To the extent that the laws of New York govern the Transaction Documents, we assume that the interpretation and application of those laws to the Transaction Documents will be the same as if they were governed by the laws of Florida.The General Qualifications, the Bankruptcy and Insolvency Exception, the Equitable Principles Limitation, and the Other Common Qualifications apply to ...
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Related to The Agreement; 2

  • Assignment of the Agreement This Agreement and the rights hereunder may be assigned by FirstLink to any majority-owned subsidiary of FirstLink or to an affiliate or party acquiring all or substantially all of the assets of FirstLink upon prior written consent of Owner. Such consent shall not be unreasonably withheld. Alternatively, the Agreement may be assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees in writing that it shall remain liable for all obligations arising under this Agreement. FirstLink may also assign this Agreement to any party providing financing to FirstLink; provided that such assignment shall not relieve FirstLink from its obligations hereunder. In connection with a sale or disposition of the Properties, Owner shall request FirstLink's written consent to assign this Agreement and shall require any subsequent owner of the Properties to assume this Agreement and the rights and obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties to this Agreement.

  • Review of the Agreement Any amendment or review of this Agreement shall be by agreement in writing and in compliance with section 7.5 of the Act.

  • of the Agreement Section 11(c)(i) of the Agreement is hereby amended and restated to read in its entirety as follows:

  • Termination of the Agreement In the event of failure by the participant to perform any of the obligations arising from the agreement, and regardless of the consequences provided for under the applicable law, the institution is legally entitled to terminate or cancel the agreement without any further legal formality where no action is taken by the participant within one month of receiving notification by registered letter. If the participant terminates the agreement before its agreement ends or if he/she fails to follow the agreement in accordance with the rules, he/she shall have to refund the amount of the grant already paid, except if agreed differently with the sending organisation. In case of termination by the participant due to "force majeure", i.e. an unforeseeable exceptional situation or event beyond the participant's control and not attributable to error or negligence on his/her part, the participant shall be entitled to receive at least the amount of the grant corresponding to the actual duration of the mobility period. Any remaining funds shall have to be refunded, except if agreed differently with the sending organisation.

  • Nature of the Agreement a) This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement contains the entire agreement between the parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by a written amendment duly executed by both parties hereto or their authorized representatives.

  • Terminating the Agreement With reasonable cause, either Client or Contractor may terminate this Agreement, effective immediately upon giving written notice. Reasonable cause includes: A material violation of this Agreement; Any act exposing the other party to liability to others for personal injury or property damage; or Either party terminating this Agreement at any time by giving days' written notice to the other party of the intent to terminate.

  • Terms of the Agreement Each Party shall treat the terms of this Agreement as the Confidential Information of other Party, subject to the exceptions set forth in Section 7.2. Notwithstanding the foregoing, each Party acknowledges that the other Party may be obligated to file a copy of this Agreement with the SEC, either as of the Effective Date or at some point during the Term. Each Party shall be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to it. In the event of any such filing, the filing Party shall provide the other Party with a copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and shall reasonably consider and incorporate the other Party’s comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. The other Party shall promptly provide any such comments.

  • Scope of the Agreement This Agreement shall apply to all investments made by investors of either Contracting Party in the territory of the other Contracting Party, accepted as such in accordance with its laws and regulations, whether made before or after the coming into force of this Agreement.

  • PARTIES TO THE AGREEMENT ‌ The parties to the Agreement (hereinafter "Party" or "Parties") are:

  • The Agreement 1.1 This Agreement includes: (a) the Principal Document; (b) the Tariffs of each Party applicable to the Services that are offered for sale by it in the Principal Document (which Tariffs are incorporated into and made a part of this Agreement by reference); and, (c) an Order by a Party that has been accepted by the other Party.

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