Interaction with other Provisions Sample Clauses

Interaction with other Provisions. Save as expressly provided in this Agreement neither the agreement or determination of the Completion Accounts nor the adjustment of the consideration pursuant to this Schedule shall constitute or operate as a waiver of or affect any other rights powers or remedies of the Purchaser or any other provision of this Agreement or the Studios Agreement and shall not preclude the exercise by the Purchaser of any other right power or remedy of the Purchaser arising under this Agreement the Studios Agreement or otherwise Pro Forma Completion Accounts Amounts are for illustration only being based on the Management Accounts as at 31 December 2006 Summarised profit and loss account £’000 £’000 Turnover 3,166 Direct materials and labour 1,442 1,724 Sundry income 1 1725 Expenses (including £81,000 exceptional recruitment costs for increasing head count as identified in document C1(v) contained in the Disclosure Letter) 700 Finance costs 21 Net profit before tax 957 Summarised balance sheet, Net Assets and Net Working Capital £’000 Fixed assets 205 Current assets 1,449 Current liabilities 687 Net Working Capital 762 967 Long term liabilities 21 Net Assets 946 Share capital and reserves 946 Note: No corporation tax has been provided on the trading result for the period covered by the Management Accounts SCHEDULE 8 Annual Accounts Part 1
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Interaction with other Provisions. If the Purchaser shall have any claim against the Vendors under this Agreement in respect of any liability or deficiency which is taken into account in the Completion Accounts the amount of such liability or deficiency so taken into account shall be deducted from the amount of the Purchaser's claim but, save as aforesaid, preparation and acceptance of the Completion Accounts by the Purchaser shall be without prejudice to any claim which the Purchaser may have against any Vendor under or in respect of any breach of this Agreement. 62. SCHEDULE 4 Property Description: JTC Private lot A14638 at No. 19 Tai Xxxx Xxxve Address: 19 Txx Xxxx Xxxxx #06-00, Singapore 535222
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Interaction with other Provisions. Save as expressly provided in this Agreement neither the agreement or determination of the Completion Accounts nor the adjustment of the consideration pursuant to this Schedule shall constitute or operate as a waiver of or affect any other rights powers or remedies of the Purchaser or any other provision of this Agreement or the Thames Agreement and shall not preclude the exercise by the Purchaser of any other right power or remedy of the Purchaser arising under this Agreement the Thames Agreement or otherwise Part 2 Pro Forma Completion Accounts Amounts are for illustration only being based on the Management Accounts as at 31 December 2006 Summarised profit and loss account £’000 £’000 Turnover 4,697 Direct materials and labour 2,140 Production contribution 2,557 Sundry income 5 2,562 Production costs 542 Overheads 604 Finance costs 89 Directors remuneration 152 Plate rebate and sundry costs 197 1,584 978 Depreciation 94 Exceptional items (as per the list in the Management Accounts a copy of which is contained in the Disclosure Bundle as document DD62) 422 516 Net profit before tax 462 Summarised balance sheet, Net Assets and Net Working Capital £ ’000 £ ’000 Fixed assets 1,290 Current assets 2,415 Current liabilities 2,208 Net Working Capital 207 Long term liabilities 247 Net Assets 1,250 Share capital and reserves 1,250 Note: No corporation tax has been provided on the trading result for the period covered by the Management Accounts SCHEDULE 8 Annual Accounts
Sample 1
Interaction with other Provisions. 5.6.1 Subject to the due performance of Clause 3.6, if either party shall have any claim against the other party under this Agreement in respect of any liability or deficiency which is taken into account in the Completion Accounts the amount of such liability or deficiency so taken into account shall be deducted from the amount of such party's claim but, save as aforesaid, preparation and acceptance of the Completion Accounts by either party shall be without prejudice to any claim which either party may have against the other party under or in respect of any breach of this Agreement.
Sample 1

Related to Interaction with other Provisions

  • Compliance with Other Agreements Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.

  • CONSULTATION WITH OTHER SUB-ADVISERS In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the assets managed by the Sub-Adviser.

  • CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets:

  • Compliance with Other Agreements and Applicable Laws Borrower is not in default in any material respect under, or in violation in any material respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound and Borrower is in compliance in all material respects with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, Federal, State or local governmental authority.

  • Coordination with Other Benefits The benefits provided for the Executive or the Beneficiary under this Agreement are in addition to any other benefits available to the Executive under any other plan or program for employees of the Employer. This Agreement shall supplement and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided herein.

  • Cooperation with Voting Each of Santander Consumer, the Seller and the Issuer hereby acknowledges and agrees that it shall cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to the terms of Section 7.6 of the Indenture.

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided, that any provision of the Security Documents which imposes additional burdens on the Borrower or its Subsidiaries or further restricts the rights of the Borrower or its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

  • Compliance with Consolidation Provisions The Company will not, while any of the Securities remain Outstanding, consolidate with or merge into any other Person, in either case where the Company is not the survivor of such transaction, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with.

  • Filings; Other Actions The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

  • Inconsistencies with Other Documents In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that any provision of the Security Documents which imposes additional burdens on the Borrower or any of its Subsidiaries or further restricts the rights of the Borrower or any of its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

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