Examples of GF Parties in a sentence
Such limitation shall have no application to any claim to recover Losses based on any inaccuracy in or breach of any representation or warranty of the GF Parties in this Agreement resulting from intentional misrepresentation, wilful breach or fraud by the GF Parties.
Where the evidence of the Mayor and Councillor Mercer differ, I accept the evidence of the Mayor, for the following reasons: First, the evidence of the Mayor is more consistent with the results of the investigation.
No Losses may be recovered from the GF Parties pursuant to Section 7.2 unless a Claim Notice is delivered by any Asanko Indemnified Party on or before the date that is 18 months after the JV Closing, provided, however, that in the event of fraud relating to a representation or warranty of the GF Parties or any one of them, then notwithstanding the foregoing, any Asanko Indemnified Party shall be entitled to deliver a Claim Notice at any time for the purposes of such claim.
If any Party wishes to have any matter under this Agreement arbitrated, then Asanko (on behalf of the Asanko Parties) or GF Netherlands (on behalf of the GF Parties), as the case may be, shall give notice to the other such Party specifying particulars of the matter or matters in dispute and proposing the name of the person it wishes to appoint as the single arbitrator.
Each of the Asanko Parties hereby jointly and severally makes the representations and warranties set forth in Schedule F, and acknowledges that the GF Parties are relying upon such representations and warranties in entering into this Agreement and completing the transactions contemplated hereby.
None of the GF Parties is an insolvent person, within the meaning of Applicable Law, and none of the GF Parties had made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof or has had any petition for a receiving order presented in respect of it.
Each of the GF Parties is a company duly incorporated, organized and validly subsisting in good standing under the laws of its respective jurisdiction of incorporation and each of them is qualified to carry on business in the jurisdiction in which it is incorporated.
This Agreement has been duly executed and delivered by each of the GF Parties and constitutes a legal, valid and binding obligation of each of them, enforceable against each of them in accordance with its terms, subject to the availability of equitable remedies and the enforcement of creditors’ rights generally.
All necessary corporate and shareholder approvals on the part of each of the GF Parties have been obtained and are in effect with respect to the Asanko Share Subscription, the JV Transactions, and the other transactions contemplated by this Agreement, and no further corporate action on the part of any GF Party is necessary to make this Agreement valid and binding on it.
The Parties agree that the applicable GF Parties shall purchase units of volume for the applicable Products necessary to achieve the Baseline Purchase Amount as described in Section 4 (b)(i), above, during the applicable calendar years (the “Required Volumes”).