Neither of the Parties Sample Clauses

Neither of the Parties shall be liable for a failure to perform any of its obligations insofar as it proves:
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Neither of the Parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each other Party. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any Person other than members of the PEC Group and the Patriot Group and the PEC Indemnitees and Patriot Indemnitees under Article VI hereof.
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Neither of the Parties shall describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other Party’s behalf.
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Neither of the Parties shall be liable for full or partial non-fulfillment of its obligations hereunder, if such is the result of the circumstances of force majeure.
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Neither of the Parties shall be held liable for breaching this Contract, or in any other manner liable to the other party, for any delay in the performance of, or failure to fulfill, any of the contractual obligations, if such delay in the performance of the contractual obligations or failure to fulfill them is due to a Force Majeure event that was reported to the other party, and the time for fulfilling such obligation shall be extended by mutual agreement.
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Neither of the Parties to this Agreement shall sign, cede or transfer or purport to assign, cede or transfer any of its rights or obligations under this agreement without the prior written consent of the other.
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Neither of the Parties may assign this Agreement without the prior written consent of the other Party.
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Neither of the Parties shall be entitled to assign its rights and obligations following from this Agreement to any third party without the prior written consent of the other Party, unless such assignment is expressly permitted by this Agreement. This Agreement is and shall be binding also for the heirs and/or legal successors of the Parties, where each of the Parties agrees to perform any and all acts necessary to this end. In case of passage of the rights and obligations following from this Agreement on the basis of an act of any Party (including, but not limited to, a merger, transfer or contribution of a business or part thereof, transfer of assets or any other dispositions with assets), the Party, whose rights have thus been transferred, shall guarantee fulfillment of the devolved obligations. No provision hereof shall establish any rights of obligations of third parties that are not the Parties, unless expressly stipulated otherwise in this Agreement. initials
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Neither of the Parties may transfer the rights under this Agreement to third parties without the prior written agreement of the other Party. This Agreement can only be adjusted or changed if this is accepted and signed in writing between both Parties.
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Related to Neither of the Parties

  • Further Agreements of the Parties Each of the Enterprise Parties covenants and agrees with the Underwriters:

  • AGREEMENT OF THE PARTIES The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither Executive nor the Company shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

  • Intent of the Parties Except as provided in the next sentence, the sole procedure to resolve any claim arising out of or relating to this Agreement or any related agreement is the dispute resolution procedure set forth in this Article Eighteen. Either Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case both Parties nonetheless will continue to pursue resolution of the dispute by means of this procedure.

  • Transfer of the Shares; Other Actions Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof), the Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any Shares or any right or interest therein; (ii) enter into any Contract, option or other arrangement or undertaking with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoing; (iii) grant any proxy or power-of-attorney with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; or (v) take any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares or any interest therein in violation of this Section 5 shall be null and void ab initio.

  • Agreements of the Parties (a) If the Registration Statement relating to the Shares has not yet become effective, the Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such Registration Statement to become effective and, as soon as the Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A under the Act, the Fund will file a 430A Prospectus pursuant to Rule 497(h) under the Act as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Fund will file a Prospectus pursuant to Rule 497(b) or (j) under the Act as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Fund will provide you satisfactory evidence of the filing. The Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy.

  • Other Agreements of the Parties 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

  • Cooperation of the Parties Each Party agrees to cooperate fully in the preparation, filing, and prosecution of any Patent Rights under this Agreement. Such cooperation includes, but is not limited to:

  • Responsibilities of the Parties 1.5.1 The Parties shall perform all obligations of this Agreement in accordance with all Applicable Laws and Regulations, Operating Requirements, and

  • Actions of the Parties Except as otherwise provided in this Agreement, whenever this Agreement calls for or permits a party's approval, consent, or waiver, the written approval, consent, or waiver of the City Manager or the Successor Agency Executive Director shall constitute the approval, consent, or waiver of the respective parties, without further authorization required from the governing board of the party; provided, however, that the person vested with such authority may seek such further advice or authorization from the applicable governing board when he/she deems it appropriate.

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