ASSURANCES AGREEMENT Sample Clauses

ASSURANCES AGREEMENT. Seller and Xxxxxx acknowledge and represent that (a) the Lender is making a Loan to Seller in reliance upon the execution and delivery by Buyer of this Assurances Agreement; (b) Seller has assigned to Lender, as security, the Subject Agreement, including, but not limited to, Seller’s right to make all demands, give all notices, take all actions and exercise all rights of Seller under the Subject Agreement and subject to the provisions thereof and of the documents evidencing, governing and/or securing the Loan (“the Loan Documents”). Seller, Xxxxxx and Xxxxx acknowledge and agree that the foreclosure or any other enforcement action or acquisition of any collateral as a consequence of any enforcement action (any such action an “Enforcement Action”) undertaken by the Lender or any designee, successor or assignee of Lender (any designee, successor or assignee of Lender, collectively, a “Successor”) in respect of its rights under the Loan Documents shall not constitute a default, an Event of Default or a breach under Section 11.1 or Section 11.3 of the Subject Agreement unless such Enforcement Action results in an assignment to a party other than the Lender and Buyer (i) reasonably determines that such Successor is less creditworthy than Seller was at the time of such assignment, or (ii) reasonably determines that such Successor lacks the ability to perform Seller’s obligations under this Agreement and (iii) Buyer has so notified the Lender or the Successor in accordance with the Subject Agreement. Upon receipt of a notice from Lender that an Enforcement Action has occurred and Lender or the Successor has acquired all rights and obligations of Seller under the Subject Agreement, Buyer shall recognize Lender or the Successor, as applicable, as the counterparty under the Subject Agreement, and shall subject to Section 1.3 hereof and to the terms and conditions of the Subject Agreement, perform all of its obligations thereunder, including for purchases and payments made thereunder, as if Lender or the Successor were the original contracting party thereunder. Seller, Xxxxxx and Xxxxx further acknowledge and agree that a Change in Control over Seller that does not have a material adverse effect on Seller’s creditworthiness or Seller’s ability to perform its obligations under the Subject Agreement shall not require Buyer’s consent, shall not result in a default or Event of Default under the Subject Agreement and shall not give rise to a right to terminate the Subject...
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Related to ASSURANCES AGREEMENT

  • Services Agreement “Services Agreement” shall mean any present or future agreements, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information. The Services Agreement is amended by and incorporates the terms of this BA Agreement.

  • SOW AGREEMENTS 6.1. If selected, the Contractor will sign an SOW Agreement with the Contracting Agency to provide the deliverables set forth in its response and at prices agreed by the Contracting Agency. Minimum support levels set forth in this SOW RFP and terms, and conditions from the Master Agreement, including Attachment C thereto, will become part of each SOW Agreement. Each SOW Agreement will be subject to review throughout its term. The Contracting Agency will consider cancellation of each SOW Agreement, as well as the Master Agreement, upon discovery that the Contractor is in violation of any portion of the Master Agreement or an SOW Agreement, including an inability by the Contractor to provide the products, support, and/or service offered in its response. Each SOW Agreement shall specify the term of the Agreement. ACKNOWLEDGEMENT OF ADDENDUMS (IF APPLICABLE) 1.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • SPECIAL AGREEMENTS The following special arrangements have been made: City, Date City, Date Seller's signature Buyer's signature

  • Side Letters All side letters are non-enforceable as of the effective date of this MOU unless the parties expressly add them to the MOU.

  • Assignments of Agreements No assignment of Agreement may be made without the prior written approval of TIPS. Payment can only be made to the awarded Vendor or vendor assigned dealer. Disclosures

  • AGREEMENT AMENDMENTS This Agreement may be amended at any time by written instrument duly approved by the President or President's designee and accepted by Faculty Member; provided, however, no such written instrument shall be required for any increase in Faculty Member's salary or any improvement to the fringe benefits of Faculty Member's employment, or for promotion in rank, any of which may be accomplished at any time by official action of the Board of Regents of the University of Nebraska (Board) without the necessity for written modification or amendment of this Agreement. This Agreement and Appendix “A” attached hereto constitute the entire agreement between the parties. This Agreement supersedes all previous agreements between or among the parties. There are no agreements, representations or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement.

  • Further Assurances and Corrective Instruments Issuer and Company agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the intention of or facilitating the performance of this Agreement.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

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