Primacy of Transaction Documents Sample Clauses

Primacy of Transaction Documents. Except as provided in Article 4 of this Framework Agreement, which shall govern with respect to the matters addressed therein, this Framework Agreement summarizes certain actions to be taken in connection with the entering into of the Transaction Documents and consummation of the Transactions, but this Framework Agreement does not supersede or replace or affect the interpretation of any Transaction Document or any part of any Transaction Document. To the extent that any of the subject matter of any Transaction Document is also dealt with in this Framework Agreement (whether or not inconsistently), such Transaction Document shall take precedence over this Framework Agreement. Notwithstanding the foregoing, nothing in this Section 1.1 shall restrict any Party’s indemnification obligations under Article 6 or the rights set forth in Section 7.1. Notwithstanding anything herein or in any other Transaction Document to the contrary, the rights and remedies of the DT Indemnified Parties, the SoftBank Indemnified Parties and the Company Indemnified Parties in Article 6 and in Section 7.1 shall control notwithstanding any different or conflicting provision of any other Transaction Document.
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Related to Primacy of Transaction Documents

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

  • Conformity of Transaction Documents The Transaction Documents will conform to their descriptions in the Prospectus in all material respects.

  • Authorization of Transaction Documents The execution, delivery and performance of this Lease and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of Lessee or its Subsidiaries, as the case may be.

  • Enforceability of Transaction Documents Each of the Transaction Documents to which it is a party has been duly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terms.

  • As Of Transactions For purposes of this Article M, the term “

  • Settlement of Transactions (a) Subject to Section 3 and Section 4.2, J.X. Xxxxxx will act in accordance with Instructions with respect to settlement of transactions. Settlement of transactions will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes J.X. Xxxxxx to deliver Financial Assets or cash payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of J.X. Xxxxxx, and the risk of loss arising from any such action will be borne by the Customer. If the Customer’s counterparty (or other appropriate party) fails to deliver the expected consideration as agreed, J.X. Xxxxxx will notify the Customer of such failure. If the Customer’s counterparty continues to fail to deliver the expected consideration, J.X. Xxxxxx will provide information reasonably requested by the Customer that J.X. Xxxxxx has in its possession to allow the Customer to enforce its rights against the Customer’s counterparty, but neither J.X. Xxxxxx nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

  • Validity of Transactions This Agreement, and each document executed and delivered by the Company in connection with the transactions contemplated by this Agreement, have been duly authorized, executed and delivered by the Company and is each the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor's rights generally and by general principles of equity.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

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