Legal Formalities Sample Clauses

Legal Formalities. All actions and proceedings and all instruments and documents required to implement this Agreement or any other agreements incidental thereto, and all other legal matters relating to the purchase of the Vendors's Rights by the Purchaser shall have been approved as to form and legality by counsel for the Purchaser.
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Legal Formalities. Generally, a contract may be oral or in writing. However, certain contracts are required to be in writing and may even require registration. For instance, an agreement to a pay a time – barred debt must be in writing; an agreement to make a gift must be in writing and registered. In such cases, these additional formalities must be complied with.
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Legal Formalities. An oral Contract is a perfectly valid contract, except in those cases where writing, registration etc. is required by some statute. In India writing is required in cases of sale, mortgage, lease and gift of immovable property, negotiable instruments; memorandum and articles of association of a company, etc. Registration is required in cases of documents coming within the scope of section 17 of the Registration Act.
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Legal Formalities. Both parties hereto agree to comply with all applicable federal, state and local laws. By signing this Agreement, both parties acknowledge that they understand that Title 18 of the United States Code prohibits fraud by wire, including, but not limited to, illegal use of services such as telephone or telegraph, and that using such service facilities with intent to commit fraud is a federal offense. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws of the State of Utah. Accordingly, the terms of this Agreement are determined to be severable, and if any particular portion is determined to be invalid or unenforceable, such determination shall only apply to that portion of this Agreement, and the balance of this Agreement shall nevertheless be enforceable to the fullest extent permissible under the laws and public policies applying thereto. No breach of this Agreement shall be deemed waived unless expressly waived in writing by the party charged with such waiver. The waiver by the Company of a breach of any provision of this Agreement shall not be construed as a waiver by the Company of any subsequent breach. No waiver of any breach or violation hereof shall be implied from failure by the Company to take action. Agent agrees that damages cannot reasonably compensate the Company in the event of a violation of the covenants set forth in this Agreement, and that it would be difficult to ascertain the lost profits which would be suffered and that, by reason thereof, injunctive relief would be essential for the protection of the Company. Accordingly, Agent hxxxxx agrees that in the event of any such breach, the Company may seek and obtain such injunctive relief without proving damages or posting a bond in order to prevent a continued violation of the terms of this Agreement Agent, therefore, agrees that the Company may apply for a temporary restraining order and temporary and permanent injunctions against the Agent without advance notice to Agent. The foregoing shall not limit the Company in the pursuit of other remedies. Agent further agrees that in the event the Company is compelled to seek legal redress for the breach of Agent's obligations hereunder, and the Company is successful in obtaining the injunction and/or damages or otherwise, Agent will additionally be liable to the Company for all attorney's fees and costs of the suit. Neither party will be liable for failure t...
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Legal Formalities. At the time of the execution and delivery of this Agreement by each of the parties hereto and from time to time thereafter when requested by the Owner, the City shall cause to be executed and delivered on the City’s behalf such certificates and other evidence (addressed to the Owner and such other addresses as the Owner may request), in form and substance reasonably satisfactory to the Owner, as the Owner may request to represent and evidence further, that all necessary actions have been taken and all measures and procedures required by applicable state and local laws, statutes, ordinances, codes and other requirements have been satisfied in order to authorize the execution and delivery of this Agreement by the City and the performance of the City of the obligations imposed upon the City hereunder and that this Agreement is the valid and binding obligations of the City, enforceable in accordance with its terms.
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Legal Formalities. Fail to maintain all customary formalities regarding its existence and operation, including holding regular meetings of the parties responsible for its governance, whether shareholders, directors, partners, members or managers, as applicable,
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Legal Formalities. Exchange of contracts shall take place as soon as possible, but in any event no later than the expiry of 8 weeks from instructing solicitors, with completion 7 days thereafter. COSTS Each party is to bear their own costs. LOCAL AUTHORITY Durham County Council 03000 260000 VIEWING Viewing is strictly by appointment only.
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Legal Formalities 
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Related to Legal Formalities

  • Formalities Parties to this Agreement

  • Corporate Formalities The Borrower will strictly observe limited liability company formalities in its dealings with the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof, and funds or other assets of the Borrower will not be commingled with those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof except as permitted by this Agreement in connection with servicing the Pool Receivables. The Borrower shall not maintain joint bank accounts or other depository accounts to which the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof (other than the Servicer solely in its capacity as such) has independent access. The Borrower is not named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Servicer, the Parent, the Performance Guarantor, the Originators or any Subsidiaries or other Affiliates thereof. The Borrower will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers the Borrower and such Affiliate.

  • Separate Formalities The Partnership shall (i) observe all partnership formalities and other formalities required by its organizational documents, the laws of the jurisdiction of its formation, or other laws, rules, regulations and orders of governmental authorities exercising jurisdiction over it, (ii) engage in transactions with the General Partner and its Affiliates (other than another Group Member) in conformity with the requirements of Section 7.9, and (iii) promptly pay, from its own funds, and on a current basis, its allocable share of general and administrative expenses, capital expenditures, and costs for shared services performed by Affiliates of the General Partner (other than another Group Member). Each material contract between the Partnership or another Group Member, on the one hand, and the Affiliates of the General Partner (other than a Group Member), on the other hand, shall be in writing.

  • Other Notices In case at any time:

  • Corporate Existence; Compliance with Law Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent the failure to be so qualified could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Filings; Other Actions; Notification (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.

  • 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.

  • Assistance Registry Operator will co-­‐operate and provide reasonable assistance to ICANN and the CZDA Provider to facilitate and maintain the efficient access of zone file data by permitted users as contemplated under this Schedule.

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