Ancillary Matters. ITEQ shall have concluded the Refinancing, subject only to consummation of the merger contemplated by this Agreement, and AIX shall have received a favorable opinion from RPR for inclusion in the Proxy Statement as to the fairness, from a financial point of view, to the AIX stockholders of the Merger Consideration, which opinion shall not have been withdrawn at the Effective Date.
Ancillary Matters. 31 5.1.10. Tax Opinion . . . . . . . . . . . . . . . . . . . . 31
Ancillary Matters. (a) The rights and remedies provided by this Agreement to the Parties are exclusive and they exclude and are in place of all substantive (but not procedural) rights and remedies express or implied and provided by common law or statute in respect of the subject matter of this Agreement including without limitation any rights either Party may possess in tort (“other Rights and Remedies”) and each of the Parties waives to fullest extent possible and undertakes not to enforce all other Rights and Remedies.
(b) Nothing in this Clause 17 shall prevent or restrict either Party enforcing any obligation owed to it under or pursuant to this Agreement.
(c) Each of the Parties agree that the other Party holds the benefit of this Clause 17 for itself and as trustee and agent for its officers, employees, contractors and agents.
(d) Each Party agrees:
(i) to co-operate fully with the other in the management and containment of any liability as and when it arises; and
(ii) that the provisions of this Clause 17 are fair and reasonable.
Ancillary Matters. All other matters ancillary or reasonably related to the Developer’s acquisition of the Property from the City or the Authority, the Development, Development Agreement, and otherwise reasonably necessary to carry out the intent of this Agreement (the “Ancillary Matters”).
Ancillary Matters. 39. Tools of Trade ANNEXURE A CLASSIFICATION OF EMPLOYEES COVERED BY THIS AGREEMENT Wage Level / Classification E1 - Electrical employee means: E2 - Electrical employee means: E3 - Electrical employee means:
Ancillary Matters. Except as otherwise expressly set forth herein, each party shall bear its respective legal and other fees and expenses incurred in connection with its negotiating, executing and performing this Agreement. Each party has been represented by counsel. No rule of construction to the effect that any provision of this Agreement shall be interpreted or construed against the party whose counsel drafted that provision shall apply. This Agreement may be amended only by the execution and delivery of a written instrument by or on behalf of the Seller, the Company and the Buyer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, and no other person or entity shall have any right (whether third party beneficiary or otherwise) hereunder. This Agreement may not be assigned by any party without the prior written consent of the other parties; provided, however, that Buyer may assign all or any portion of this Agreement to any affiliate of Buyer. All notices, demands and other communications pertaining to this Agreement shall be in writing. Notices shall be deemed given five (5) business days after being mailed by certified or registered United States mail, postage prepaid, return receipt requested, or on the first business day after being sent, prepaid, by nationally recognized overnight courier/delivery service that issues a receipt or other confirmation of delivery. Unless otherwise specifically agreed in writing to the contrary the failure of any party at any time to require performance by the other of any provision of this Agreement shall not affect such party’s right thereafter to enforce the same. This Agreement and the other documents explicitly referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement may be signed in any number of counterparts with the same effect as if the signature on each such counterpart were on the same instrument. Facsimiles of signatures shall be deemed to be originals. In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. Any illegal or unenforceable term shall be deemed to be void and of no force and effect only to the minimum extent necessary to bring such term within the provisions o...
Ancillary Matters. The Mayor is authorized to agree to minor technical changes in this Agreement, execute ancillary documents, and modify the time for the performance of acts described herein if such acts are reasonably necessary to effectuate the City’s performance hereunder.
Ancillary Matters. 1. Notwithstanding anything to contrary set forth in the Agreement, or in any Subordination Agreement to which the Companies and the Purchaser are parties, the Purchaser hereby consents and agrees to, and hereby authorizes the Companies to, pay or redeem in full the Junior Subordinated Notes and the Shareholder Subordinated Debt out of the proceeds of the Credit Facility, as amended this date, and the Senior Subordinated Notes.
2. The Purchaser hereby consents and agrees to the issuance and guarantee of the Senior Subordinated Notes, the reorganization of the Companies pursuant to which the shareholders of USC, Inc. will contribute their shares of capital stock of USC, Inc. to UNICCO, and the amendment of the Credit Facility, all on the terms proposed to the Purchaser on or prior to the date hereof.
3. The Purchaser hereby agrees to terminate (i) the Limited Recourse Guaranty by Stevxx X. Xxxxxxxx xxxed as of June 28, 1996 (the "Kletjian Guaranty"), and (ii) the Pledge Agreement with Stevxx X. Xxxxxxxx xxxed as of June 28, 1996, relating to a second priority pledge and recourse in certain stock of Ashmont Insurance Company, Limited (the "Ashmont Shares"), and the Purchaser consents to the return of the original Kletjian Guaranty and the release of any pledge of the Ashmont Shares.
4. The Companies hereby agree to pay, or reimburse the Purchaser for, the Purchaser's reasonable legal fees and expenses incurred in connection with the drafting and negotiation of the Amendment.
Ancillary Matters. During the carrying out of the Tenant’s Works the Tenant shall:
(a) take such precautions at all times and at its own cost as the Superior Landlord, the Landlord and its or their insurers or any of them may reasonably require for the protection of the Building from the effect of the Tenant’s Works;
(b) use only the contractors’ entrances, lifts, stairways, routes and exits as shall be designated from time to time by or on behalf of the Superior Landlord and/or the Landlord (who shall act reasonably and the Landlord shall use reasonable endeavours to procure that the Superior Landlord acts reasonably) who shall be obliged to make or procure such designations;
(c) procure that the Tenant’s Works Contractor, its agents, advisors and work people shall at all times comply with the relevant Method Statement (as amended, updated and revised from time to time);
(d) otherwise comply with such other reasonable requirements of the Landlord and/or the Superior Landlord; and the Tenant shall:
(e) ensure that the Tenant’s Works Contractor takes out and maintains a policy or policies of employer’s liability insurance in respect of claims for personal injury to or the death of any employee of the Tenant’s Works Contractor arising out of and in the course of such person’s employment which complies with all relevant legislation;
(f) take out and maintain a policy or policies of employer’s liability insurance in respect of claims for personal injury to or the death of any employee of the Tenant arising out of and in the course of such person’s employment which complies with all relevant legislation;
(g) ensure there is in place a policy or policies of insurance for the full cost of reinstatement of the Tenant’s Works until the Tenant’s Works reach practical completion such insurances being accordance with and subject to the terms and conditions of the Tenant’s Works Contract;
(h) ensure that there is in place a policy or policies of public liability insurance in respect of claims arising out of the Tenant’s Liability or the Tenant’s Works Contractor’s liability for any expense, liability, loss, claim or proceedings in respect of any loss, injury or damage to the Building and Landlord’s contents and in respect of personal injury or the death of any person (except in relation to claims for personal injury to or the death of any employee of the Tenant or Tenant’s Works Contractor arising out of and in the course of such person’s employment) arising out of or in the course of or...
Ancillary Matters. A. If during the period from February 23,2002, through the Closing Date Seller receives any claims or complaints relating to products sold by Seller which were manufactured at the Mexico City Facility ("Customer Claims"), Seller shall refer all such Customer Claims to Xxxxxxx Xxxxxxx Aldunate for handling. Xxxxxxx Xxxxxxx Xxxxxxxx shall have sole and exclusive authority to negotiate, resolve and settle all such Customer Claims, provided that prior to entering into any binding agreement to resolve or settle any Customer Claim he obtains approval thereof from Xxxxxx Xxxxxxx or F. Xxxxxx Xxxx on behalf of Aerovox, which approval shall not be unreasonably withheld or delayed.
B. Upon request of Seller in order to facilitate the consummation of the sale by Aerovox of its remaining assets (other than the Assets and the stock of B.H.C. Aerovox Ltd.) (the "Remaining Assets"), Buyer and Xxxxxxx Xxxxxxx Aldunate shall enter into a Mutual Noncompetition Agreement with the purchaser of the Remaining Assets in form and substance reasonably acceptable to the parties hereto and the purchaser of the Remaining Assets (the "Mutual Noncompetition Agreement"); provided, however, that Buyer shall not be required to execute or enter into the Mutual Noncompetition Agreement unless the purchaser of the Remaining Assets executes and enters into the Mutual Noncompetition Agreement. The parties shall use reasonable efforts to determine and agree upon the scope, terms and conditions, and form and substance of the Mutual Noncompetition Agreement on or before April 26, 2002.
C. Subject to the consummation of the transactions contemplated hereby, Buyer shall indemnify Seller for any and all claims by Compania General de Electronica S.A. de C.V.
