All Parties. Each of the Settling Claimants represents and warrants to the Sempra Parties, as to itself and to members of the class it represents, and each Sempra Party represents and warrants to the Settling Claimants, in each case as of the date hereof, and as of the Closing Date, as follows:
(a) the recitals with respect to it set forth in Paragraph 2 of this Agreement are true and accurate in all respects;
(b) it has the full power and authority to execute and deliver this Agreement and the other documents and agreements provided for herein to be executed and delivered by it in accordance with applicable law (the "Ancillary Documents"), on behalf of itself, its company, Class members, citizenry, and/or government, and to perform all transactions, duties and obligations set forth herein and therein;
(c) it has taken all necessary actions duly and validly to authorize the execution and delivery of this Agreement and the Ancillary Documents and the performance of the transactions contemplated hereby and thereby;
(d) it has authorized and directed its respective attorneys to have such papers executed and to take such other action as is necessary and appropriate to effectuate the terms of this Agreement;
(e) it has duly and validly executed and delivered this Agreement and, on the Closing Date, will have duly and validly executed and delivered the Ancillary Documents to be executed and delivered by it;
(f) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with this Agreement's terms and the respective terms of the Ancillary Documents to be executed and delivered by it, except as enforcement may be limited by applicable bankruptcy laws, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and except insofar as the availability of equitable remedies may be limited by applicable law;
(g) it has not sold, assigned, transferred, or encumbered, or otherwise disposed of, in whole or in part, voluntarily or involuntarily, by operation of law or otherwise, any Claim of any nature whatsoever released or settled pursuant to this Agreement;
(h) no promise, inducement or agreement not expressed herein has been made in connection with this Agreement;
(i) to the extent that it deemed it necessary and desirable, it independently received appropriate, adequate, and competent technical, economic and legal and other advice with respect to this Agreement and the Ancillary Documents, and has not re...
All Parties. Each party represents, warrants and covenants that:
(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized;
(b) it and, in the case of Service Provider, any Agents that perform services under this Agreement on its behalf, is each duly qualified to do business and has all requisite licenses and authority to carry on its business in the state in which it is organized and in all other jurisdictions in which it conducts business under this Agreement;
(c) it is free to enter into this Agreement and by doing so, it will not breach or otherwise impair any other agreement or understanding with any other person or organization, nor violate any applicable law, rule, or regulation;
(d) it has full power and authority under applicable law and agreement with each Account Holder and has taken all action necessary to enter into, and perform its obligations under this Agreement, and this Agreement has been duly authorized by it;
(e) at all times it shall comply with all applicable laws, rules and regulations applicable to it by virtue of entering into this Agreement; and
(f) it will promptly notify the other parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement.
All Parties. In the event all of the Members have incurred emergency procedure charges with respect to an Emergency, the emergency procedure charges related to that Emergency shall be distributed in an equitable manner as directed by the PJM Board.
All Parties a) In the event the Participating Landowner needs to sell the conservation lands prior to the end of the "Duration of Conservation" for these lands under this CCAA, they will notify the FWS at least 60 days in advance of the potential sale, and notify the prospective landowner of the existence of this CCAA (and/or have previously recorded the CCAA) in order for the potential new owner to decide whether to become party to this CCAA. If funding was provided by through CEHMM under the CCA/CCAA to the Participating Landowner under this CCAA and the new landowner does not want to become party to this CCAA and requests transfer of the permit pursuant to 50 CFR 13.25(b), if issued; the Participating Landowner terminates his/her enrollment under this CCAA for other reasons; or the FWS suspends or revokes the permit, the current Participating Landowner shall reimburse the FWS a pro-rated amount, calculated as: (total funding received ÷
b) The FWS provides the CEHMM and Participating Landowners the ESA regulatory assurances found at 50 CFR 17.32(d)(5). Consistent with the FWS’s Candidate Conservation Agreement with Assurances Final Policy (USFWS and NMFS 1999), conservation measures and land, water, or resource use restrictions, in addition to the measures and restrictions described in this CCAA, will not be imposed with respect to legal activities on Enrolled Lands should the LPC and/or SDL become listed under the ESA in the future. These assurances are authorized by the enhancement of survival permit issued under section 10(a)(1)(A) of the ESA for the Enrolled Lands identified in the CI. In the event of unforeseen circumstances, the FWS will not require the commitment of additional land, water, or other natural resources beyond the level otherwise agreed to for the species in this CCAA. The FWS may request additional conservation, but since it is voluntary on the part of CEHMM and Participating Landowners, consent of CEHMM and any affected Participating Landowners must be in writing. The permit, if issued, will authorize the incidental take of LPCs and/or SDL by Participating Landowners as long as such “take” is consistent with this CCAA.
c) Any proposed amendment to or modification of this CCAA shall require written notification to all parties. The notification shall describe the proposed amendment or modification. Modifications may include but not be limited to compliance with the ESA, the National Environmental Policy Act, or the FWS’s permit regulations. Upon ...
All Parties. Without the prior consent of all Parties, this Clause 32 may not be amended, waived or supplemented.
All Parties. This Agreement shall immediately and automatically terminate as to all Parties upon the earliest to occur of any of the following, without any requirement to provide notice to any other Party (the date of such termination, the “Agreement Termination Date”):
(i) the Plan Effective Date;
(ii) the date that is one hundred eighty (180) days after the Agreement Effective Date (the “Outside Date”), as such date may be further extended in writing from time to time by the Company and each Consenting Noteholder, if the Plan Effective Date has not occurred;
(iii) the termination of this Agreement by the Company or the Required Consenting Noteholders; or
(iv) the Company and the Required Consenting Noteholders mutually agree to such termination in writing.
All Parties. Each of the parties shall obtain the consent of the other parties prior to drilling any new xxxxx on the Oil and Gas Interests of Frontier or the Oil and Gas Interests included in the Esenjay Assets and the Aspect Assets.
All Parties. The Kellogg Persons hereby represent and warrant to the Company and AMilley, AMilley hereby represents and warrants to the Kellogg Persons and the Company, and the Company hereby represents and warrants to the Kellogg Persons and AMilley as follows:
(A) (In the case of the non-natural Persons party hereto) such party has the full power and authority to enter into this Agreement and the other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party and to carry out its obligations hereunder and thereunder;
(B) (In the case of the non-natural Persons party hereto) the execution, delivery and performance by such Person of this Agreement and the other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party, and the consummation by such party of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate, partnership, trust or foundation action on its part;
(C) This Agreement and other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party have been duly executed and delivered by such party and constitute the legal, valid and binding obligations of such party, enforceable against such party in accordance with their respective terms, subject to: (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors' rights generally, and (ii) general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law);
(D) The execution and delivery by such party of this Agreement and the other agreement(s) and instrument(s) contemplated hereby to which it is or is to be a party, the performance by such party of its obligations hereunder and thereunder, and the consummation by such party of the transactions herein or therein contemplated to be consummated by such party, do not and will not conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination or amendment of, or accelerate the performance required by, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such party is a party or by which such party is, or to which any of the property or assets of such party are subject, nor result in any viola...
All Parties. Each party represents and warrants to the other that it has, and shall have, the full legal right and authority to enter into this Agreement, and to perform its obligations hereunder, including with respect to Seller, to grant the rights and licenses to Bridgetech contemplated hereunder.
All Parties. (i) Each of the Parties will use its reasonable Best Efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Section 6 below).
(ii) Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 or Section 4 above, as applicable. No disclosure by any Party pursuant to this Section 5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation or breach of warranty. CONFIDENTIAL March 30, 2005
