Clean Break Sample Clauses

Clean Break. 16.1 The Buyer (for itself and as agent on behalf of each Group Company) and each Seller (for themselves and as agent on behalf of each of their connected persons) hereby agree that save: (a) as provided or expressly contemplated in the Transaction Documents (including any rights and benefits conferred on any Group Company under the terms of the Transaction Documents); and (b) for the Contracts details of which are set out in Schedule 9, all Contracts between each Group Company and the Sellers (or any of their connected persons) shall be terminated on and with effect from Completion without any liability under such Contracts or as a result of such termination, notwithstanding any notice periods and or termination obligations which would otherwise need to be complied with under such Contracts.
Sample 1
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Clean Break. The Seller must procure that, on or before Completion, all contracts between a Seller Group Member and a Group Company must be terminated on terms such that all of the obligations and liabilities of, and Claims against, the Group and each Group Company are released and discharged in full and otherwise on terms acceptable to the Buyer (acting reasonably).
Sample 1
Clean Break. As from the Closing, the only financial obligations between the Company and the Seller and its Affiliates shall be (i) the intercompany receivables and payables outstanding on the Company’s books at July 31, 2006 (ii) trade payables and receivables incurred during the course of ordinary business after July 31, 2006 and (iii) those obligations stated in any of the Transition Services Agreements as well as any payments due under this Agreement.
Sample 1
Clean Break. The Purchaser shall not, and shall cause the Group Companies not to, claim against any former or current director, manager or member of a supervisory board or a management board (or equivalent under relevant jurisdiction) (a “Director”) of the Group Companies (including those resigning on the Completion Date) with respect to any management decisions adopted by any of the Group Companies prior to the Completion Date, or against any Seller (except for breach of this Agreement as provided herein), or otherwise seek the liability of any such Director or Seller in that respect and, to the extent any such claim is made or liability is sought, shall indemnify and hold any such a Director or Seller harmless against the consequences of any such claim or liability provided however that the above mentioned covenants shall not apply to any criminal offence committed by such a Director or Seller. As soon as possible after the Completion Date, the Purchaser shall also, in its capacity as shareholder of Manalliance and Alize LuxCo, acknowledge the resignation of the Directors of Manalliance and Alize LuxCo who have resigned on the Completion Date and grant each of them full discharge for the performance of his/her duties as far as reasonably and legally possible and resolve again on the said discharge at the time the next annual accounts of Manalliance and Alize LuxCo will be approved. The Purchaser shall also procure that the formalities (to the extent identified in writing by the Sellers) relating to the resignations of the Directors who have resigned on the Completion Date be carried out as soon as possible after the Completion Date. No Seller shall, and each Seller shall cause its Sellers’ Connected Persons not to, claim against the Purchaser, any Group Company or any Non-Controlled Entity by reason of the fact that such Seller or any of its Sellers’ Connected Persons is or was a stockholder of any Group Company or Non-Controlled Entity or was serving at the request of any Group Company or Non-Controlled Entity as a director, officer, partner, trustee or similar position, or otherwise seek the liability of any Group Company or Non-Controlled Entity in that respect and, to the extent such claim is made or liability is sought, such Seller shall indemnify and hold the Purchaser harmless against the consequences of any such claim or liability provided however that the above mentioned covenants shall not apply to any criminal offence committed by the Purchaser or any Grou...
Sample 1

Related to Clean Break

  • Clean Air The Contractor agrees to: (a) comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 – 7671q, et seq. The Contractor agrees to report each violation to SMART and understands and agrees that SMART will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office; and (b) include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.

  • Clean Water 1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 2. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

  • Clean-up Time Employees shall be allowed reasonable time during the workday or shift for clean-up purposes.

  • Remediation The Charter School shall provide remediation in required cases pursuant to State Board of Education Rule 160-4-5-.01 and No Child Left Behind.

  • Clean-Up Period (a) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, during the Clean-Up Period, the occurrence of any breach of a representation, covenant or an Event of Default (other than an Event of Default set out in Section 9.1(a)) will be deemed not to be a breach of a representation or warranty or a breach of a covenant or an Event of Default, as the case may be, if it would have been (if it were not for this provision) a breach of representation or warranty or a breach of a covenant or an Event of Default only by reason of circumstances relating exclusively to, with respect to any Permitted Acquisition or other Permitted Clean-Up Investment (or the subsidiaries of such target), the target of such Permitted Acquisition or Permitted Clean-Up Investment, and provided that such breach or Event of Default: (i) is capable of being remedied within the Clean-Up Period and the Loan Parties are taking appropriate steps to remedy such breach or Event of Default; (ii) does not have and is not reasonably likely to have a Material Adverse Effect; and (iii) was not procured by or approved by Holdings or the Borrowers. (b) Notwithstanding Section 9.6(a), if the relevant circumstances are continuing on or after the expiry of the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Agents and the Lenders). (c) For the avoidance of doubt, if any breach of representation or warranty, breach of covenant or Event of Default shall be deemed to not exist due to Section 9.6(a) during the Clean-Up Period, then such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist for purposes of Section 5.2 for so long as (but in no event later than the end of the Clean-Up Period) such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist due to the provisions of Section 9.6(a).

  • Hazardous Materials; Remediation (a) If any release or disposal of Hazardous Materials shall occur or shall have occurred on any real property or any other assets of any Borrower or any other Credit Party, such Borrower will cause, or direct the applicable Credit Party to cause, the prompt containment and removal of such Hazardous Materials and the remediation of such real property or other assets as is necessary to comply with all Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, each Borrower shall, and shall cause each other Credit Party to, comply with each Law requiring the performance at any real property by any Borrower or any other Credit Party of activities in response to the release or threatened release of a Hazardous Material. (b) Borrower will provide Agent within thirty (30) days after written demand therefor with a bond, letter of credit or similar financial assurance evidencing to the reasonable satisfaction of Agent that sufficient funds are available to pay the cost of removing, treating and disposing of any Hazardous Materials or Hazardous Materials Contamination and discharging any assessment which may be established on any property as a result thereof, such demand to be made, if at all, upon Agent’s determination that the failure to remove, treat or dispose of any Hazardous Materials or Hazardous Materials Contamination, or the failure to discharge any such assessment could reasonably be expected to have a Material Adverse Change. (c) If there is any conflict between this Section 6.10 and any environmental indemnity agreement which is a Financing Document, the environmental indemnity agreement shall govern and control.

  • Clean Up Call In addition to the Sellers’ rights pursuant to Section 1.3, the Sellers shall have the right, upon two Business Days’ prior written notice to the Agent and the Purchasers, at any time following the reduction of the Aggregate Capital to a level that is less than 20.0% of the Purchase Limit hereunder, to repurchase from the Purchasers all, but not less than all, of the then outstanding Purchaser Interests. The purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids (including any Broken Funding Costs arising as a result of such repurchase) through the date of such repurchase, payable in immediately available funds. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser or the Agent.

  • Environmental Remediation Failure to remediate (or pursue the remediation process with due diligence and good faith) within the time period required by law or governmental order, (or within a reasonable time in light of the nature of the problem if no specific time period is so established), environmental problems in violation of Applicable Law related to Properties of the Borrower and/or its Subsidiaries where the estimated cost of remediation is in the aggregate in excess of Seventy-Five Million Dollars ($75,000,000), in each case after all administrative hearings and appeals have been concluded.

  • Clean Air Act For all contracts in excess of $100,000, both parties hereby agree to comply with all applicable standards, orders or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection MPHA regulations (40 CFR Part 15).

  • Transportation of Accident Victims Transportation to the nearest physician or hospital for employees requiring medical care as a result of an on-the-job accident shall be at the expense of the Employer.

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