Actions and Efforts by Parties Sample Clauses

Actions and Efforts by Parties. Without limiting the respective warranties, representations, covenants and agreements of the parties contained herein, each of the parties agrees to use its reasonable efforts to satisfy the conditions to Closing set forth in Article 11 and to refrain from taking any action within its control which would cause a breach of a representation or warranty set forth herein. Without limiting the respective warranties, representations, covenants and agreements of the parties contained herein, each of the parties agrees to use its reasonable best efforts (and to cause its Affiliates to use their reasonable best efforts) to refrain from taking any action within its control which would cause a breach of any of its representations and warranties contained in Article 4 or which would prevent it from delivering to the other party the certificate which it is required to deliver pursuant to Section 11.1(b) or 11.2(b), as the case may be. Seller agrees to cooperate with Buyer before the Closing Date, and for 120 days thereafter, in arranging meetings between Buyer and YPFB, Bolivian governmental bodies, and any Persons which purchase hydrocarbons from the Contract Interests, in each case as Buyer shall reasonably request concerning the transactions contemplated by this Agreement, however, any additional travel or other out of pocket costs incurred by Seller in connection therewith following the Closing shall be borne by Buyer. To the extent any consent or authorization from any Bolivian Governmental Authority is required to be obtained by either party in order for such party to perform its obligations hereunder, the parties agree to assist and cooperate with each other in obtaining such consents or authorizations, however, any additional travel or other out of pocket costs incurred by Seller in connection therewith following the Closing shall be borne by Buyer.
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Actions and Efforts by Parties. Without limiting the respective warranties, representations, covenants and agreements of the parties contained herein, each of the parties agrees to use its reasonable efforts to satisfy the conditions to Closing set forth in Article 11 and to refrain from taking any action within its control which would cause a breach of a representation or warranty set forth herein. Without limiting the respective warranties, representations, covenants and agreements of the parties contained herein, each of the parties agrees to use its reasonable efforts (and to cause its Affiliates to use their reasonable efforts) to refrain from taking any action within its control which would cause a breach of any of its representations and warranties contained in Article 4 or which would prevent it from delivering to the other party the certificate which it is required to deliver pursuant to Section 11.1(b) or 11.2(b), as the case may be. EECI and MLP each agrees to promptly advise each other in writing if such party obtains knowledge of the occurrence of any matter or event that, to its knowledge, could reasonably be expected to result in a breach of any of such party's representations, warranties, covenants or agreements in this Agreement. In connection with the continuing operations of the Company and the Company Subsidiaries between signing of this Agreement and the Closing, EECI and the Company shall use reasonable efforts to consult in good faith on a regular and frequent basis with the representatives of MLP to report material operational developments and the general status of ongoing operations of the Company and the Company Subsidiaries. EECI and MLP acknowledge that any such consultation shall not constitute (i) a waiver by MLP or EECI of any rights it may have under this Agreement or any Transaction Documents or (ii) any warranty or representation by EECI.
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Actions and Efforts by Parties. (a) Parties Efforts and Further Assurances. (i) Buyers shall take all actions which are necessary for them to be in compliance with their warranties and representations contained in Sections 4.2(h) and 4.2
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Actions and Efforts by Parties 
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Related to Actions and Efforts by Parties

  • Lists of Holders and Reports by the Company and the Trustee Section 5.01. Lists of Holders 27 Section 5.02. Preservation and Disclosure of Lists 27

  • Limitations of Liability of Trustees and Shareholders of the Company The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.

  • Securityholders Lists and Reports by the Company and the Trustee Section 5.01 Company to Furnish Trustee Names and Addresses of Securityholders. The Company will furnish or cause to be furnished to the Trustee (a) within 15 days after each regular record date (as defined in Section 2.03) a list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Securities as of such regular record date, provided that the Company shall not be obligated to furnish or cause to furnish such list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in writing within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that, in either case, no such list need be furnished for any series for which the Trustee shall be the Security Registrar.

  • Limitations of Liability of the Trustees and Shareholders A copy of the Trust's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed by the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the appropriate Fund.

  • Assignments and transfers by the Lenders Subject to this Clause 23, a Lender (the “Existing Lender”) may: (a) assign any of its rights; or (b) transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

  • Conditions to Obligations of Each Party to Effect the Merger The respective obligations of the Company, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction, at or prior to the Effective Time, any of which may be waived, in writing, by the Company, Parent and Merger Sub, of the following conditions:

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

  • Prohibited Persons and Transactions Tenant represents and warrants that neither Tenant nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not Transfer this Lease to, contract with or otherwise engage in any dealings or transactions or be otherwise associated with such persons or entities.

  • Confidentiality of Proceedings The parties hereto agree that all of the arbitration proceedings provided for herein, including any notice of claim, the Notice of Arbitration, the submissions of the parties, and the Final Determination issued by the arbitrator, shall be confidential and shall not be disclosed at any time to any person other than the parties, their representatives, the arbitrator and the Additional Notice Parties; provided, however, that this provision shall not prevent the party prevailing in the arbitration from submitting the Final Determination to a court for the purpose of enforcing the award, subject to comparable confidentiality protections if the court agrees; and further provided that the foregoing shall not prohibit disclosure to the minimum extent reasonably necessary to comply with (i) applicable law (or requirement having the force of law), court order, judgment or decree, including, without limitation, disclosures which may be required pursuant to applicable securities laws, and (ii) the terms of contractual arrangements (such as financing arrangements) to which the Company or any Additional Notice Party may be subject so long as such contractual arrangements were not entered into for the primary purpose of permitting disclosure which would otherwise be prohibited hereunder.

  • Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.