Agreement as to Damages and Other Arrangements Sample Clauses

Agreement as to Damages and Other Arrangements. 6.1 Purchaser Damages (a) the Western Board of Directors fails to make or has withdrawn, modified or publicly proposes to withdraw or modify the approvals, recommendation or determinations referred to in Section 2.9 in a manner adverse to Purchaser or shall have resolved to do so prior to the Effective Date; (b) an Acquisition Proposal is publicly announced, proposed, offered or made to the Western Shareholders and the Western Shareholders do not approve the Arrangement or the Arrangement is not submitted for their approval prior to the Outside Date and any Acquisition Proposal is consummated within twelve months from the termination of this Agreement; (c) Western accepts, recommends, approves or enters into or publicly proposes to accept, recommend or approve an agreement to implement a Superior Proposal subject to compliance with Section 3.5; or (d) Western breaches the provisions of Section 3.5 in any material respect, and Purchaser is not successful in completing the Arrangement, (each of Section 6.1(a), 6.1(b), 6.1(c) and 6.1(d) above being a “Purchaser Damages Event”, then in the event of the termination of this Agreement pursuant to Article 8, Western shall pay to Purchaser $200,000,000 (the “Purchaser Termination Fee”) as liquidated damages in respect of a Purchaser Damages Event in immediately available funds to an account designated by Purchaser within one Business Day after the first to occur of the events described above. Following a Purchaser Damages Event, but prior to payment of the Purchaser Termination Fee, Western shall be deemed to hold such applicable payment in trust for Purchaser. Western shall only be obligated to pay one Purchaser Termination Fee pursuant to this Section 6.1.
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Agreement as to Damages and Other Arrangements. 7.1 Harvest Damages If at any time after the execution of this Agreement and prior to its termination: (a) the Viking Board of Directors has withdrawn or changed any of its recommendations or determinations referred to in Sections 3.2(p) and 5.2(zz) in a manner adverse to Harvest or shall have resolved to do so prior to the Effective Date; (b) a bona fide Acquisition Proposal is publicly announced, proposed, offered or made to the Viking Unitholders or to Viking and the Viking Unitholders do not approve the Arrangement or the Arrangement is not submitted for their approval;
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Agreement as to Damages and Other Arrangements. 6.1 Purchaser Damages 6.2 Liquidated Damages
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Agreement as to Damages and Other Arrangements. 6.1 AcquireCo Damages 58 6.2 TargetCo Damages 60 6.3 Fees and Expenses 60
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Agreement as to Damages and Other Arrangements. 6.1 Lone Pine Damages 41 6.2 Arsenal Damages 42 6.3 Liquidated Damages and Specific Performance 42
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Agreement as to Damages and Other Arrangements. 6.1 Sea Dragon Damages‌ (a) other than as a direct result of and in direct response to a material breach or non-performance by Sea Dragon of any of its covenants, agreements, representations and warranties in this Agreement which would permit Madison to terminate this Agreement pursuant to Article 8, the Madison Board fails to recommend that holders of Xxxxxxx Xxxxxx vote in favour of the Arrangement or withdraws, amends, changes or qualifies, or proposes publicly to withdraw, amend, change or qualify, in any manner adverse to Sea Dragon, any of its recommendations or determinations referred to in Section 2.9; (b) the Madison Board shall have failed to publicly reaffirm any of its recommendations or determinations referred to in Section 2.9 in accordance with Section 3.5(e) or within two Business Days of any written request to do so by Sea Dragon (or, in the event that the Madison Meeting to approve the Arrangement is scheduled to occur within such two Business Day period, prior to the scheduled date of such meeting); (c) prior to the date of the Madison Meeting, a bona fide Acquisition Proposal is publicly announced, proposed, offered or made to the Madison Shareholders or to Madison and the Madison Shareholders do not approve the Arrangement or the Arrangement is not submitted for their approval, and such Acquisition Proposal, an amended version thereof or any other Acquisition Proposal relating to Xxxxxxx is consummated within 12 months of the date the first Acquisition Proposal is publicly announced, proposed, offered or made;‌ (d) Xxxxxxx or the Madison Board or any committee of the Madison Board accepts, recommends, approves or enters into a definitive agreement to implement a Superior Proposal;‌ (e) Madison is in non-compliance with any of its covenants made in this Agreement where, other than in the case of Section 3.5, such non-compliance individually or in the aggregate causes or would reasonably be expected to cause a Material Adverse Change with respect to, or Material Adverse Effect on, Madison (taken as a whole) or, in any case, materially impedes or would reasonably be expected to materially impede the completion of the Arrangement in accordance with its terms, and Madison fails to cure such breach within five Business Days after receipt of written notice thereof from Sea Dragon (except that no cure period shall be provided for a breach which by its nature cannot be cured and, in no event, shall any cure period extend beyond the Outside Date...
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Agreement as to Damages and Other Arrangements. 71 6.1 Bellatrix Damages 71 6.2 Angle Damages 72 6.3 Liquidated Damages and Specific Performance 73 ARTICLE 7 AMENDMENT 73 7.1 Amendment 73 ARTICLE 8 TERMINATION 73 8.1 Termination 73 ARTICLE 9 NOTICES 74 9.1 Notices 74 ARTICLE 10 GENERAL 75 10.1 Assignment and Enurement 75 10.2 Disclosure 76 10.3 Costs 76 10.4 Severability 76 10.5 Further Assurances 76 10.6 Time of Essence 76 10.7 Governing Law 77 10.8 Waiver 77 10.9 Third Party Beneficiaries 77 10.10 Counterparts SCHEDULE "A" - Plan of Arrangement A-1 SCHEDULE "B" - Form of Angle Support Agreement B-1 SCHEDULE "C" - Form of Bellatrix Support Agreement C-1 THIS ARRANGEMENT AGREEMENT dated the 15th day of October, 2013 BELLATRIX EXPLORATION LTD., a corporation existing under the laws of the Province of Alberta ("Bellatrix") ANGLE ENERGY INC., a corporation existing under the laws of the Province of Alberta ("Angle")
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Agreement as to Damages and Other Arrangements 
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Related to Agreement as to Damages and Other Arrangements

  • Compliance with Law and Other Agreements The Company shall maintain its business operations and property owned or used in connection therewith in compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises, indentures and mortgages to which the Company is a party or by which the Company or any of its properties is bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with the terms thereof.

  • Payments Fees and Other General Provisions Section 3.1.

  • Institutional and Other Arrangements Project Management

  • No Limit on Other Compensation Arrangements Nothing contained in this Agreement shall preclude the Company or any Related Entity from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both, would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Limitation on Liability of Depositor and Others The Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • GOVERNING LAW AND OTHER REPRESENTATIONS: DIR Customer [ ] Unit of Texas Local Government hereby certifying that is has statutory authority to perform its duties hereunder pursuant to Chapter , Texas Code. [ X ] Non-Texas State agency or unit of local government of another state hereby certifying that it has statutory authority to enter in to this Interlocal Agreement and perform its duties hereunder pursuant to Idaho Code § 67-2807

  • Limitations on Liability of the Master Servicer and Others Subject to the obligation of the Master Servicer to indemnify the Indemnified Persons pursuant to Section 7.03: (a) Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Indemnified Persons, the Seller, the Trust Fund or the Certificateholders for taking any action or for refraining from taking any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of such Person's willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. (b) The Master Servicer and any director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (c) The Master Servicer, the Custodian and any director, officer, employee or agent of the Master Servicer or the Custodian shall be indemnified by the Trust and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or related to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the Certificates or any Servicing Agreement (except to the extent that the Master Servicer is indemnified by the Servicer thereunder), other than (i) any such loss, liability or expense related to the Master Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement), or to the Custodian's failure to perform its duties under the Custodial Agreement, respectively, or (ii) any such loss, liability or expense incurred by reason of the Master Servicer's or the Custodian's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or under the Custodial Agreement, as applicable, or by reason of reckless disregard of obligations and duties hereunder or under the Custodial Agreement, as applicable. (d) The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties under this Agreement and that in its opinion may involve it in any expense or liability; provided, however, the Master Servicer may in its discretion, with the consent of the Trustee (which consent shall not be unreasonably withheld), undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Master Servicer shall be entitled to be reimbursed therefor out of the Master Servicer Collection Account as provided by Section 4.03. Nothing in this Subsection 7.04(d) shall affect the Master Servicer's obligation to supervise, or to take such actions as are necessary to ensure, the servicing and administration of the Mortgage Loans pursuant to Subsection 3.01(a). (e) In taking or recommending any course of action pursuant to this Agreement, unless specifically required to do so pursuant to this Agreement, the Master Servicer shall not be required to investigate or make recommendations concerning potential liabilities which the Trust might incur as a result of such course of action by reason of the condition of the Mortgaged Properties but shall give notice to the Trustee if it has notice of such potential liabilities. (f) The Master Servicer shall not be liable for any acts or omissions of any Servicer, except as otherwise expressly provided herein.

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