Competing Claims Sample Clauses
Competing Claims. The Company acknowledges and agrees that the Placement Agent will not proceed to perform hereunder until it receives assurances, in form and substance satisfactory to the Placement Agent and their counsel, that as of the first date that the Offering Documents are presented to potential purchasers of Shares, there will be no claims or payments for services in the nature of a finder’s fee with respect to the Offering or any other arrangements, agreements, payments, issuances or understandings that may affect the Placement Agent’s compensation hereunder other than any claims that may be made by the Placement Agent’s own personnel. The Placement Agent shall compensate any of its personnel who may have acted in such capacities, as it shall determine.
Competing Claims. The Company acknowledges and agrees that no entity has any claims or is entitled to any payments for services in the nature of a finder’s fee or any other arrangements, agreements, payments or understandings pursuant to this Offering.
Competing Claims. Purchaser and Seller agree that any claims, irrespective of whatever kind and of whatever basis, that Purchaser, any Purchaser’s Affiliate (including the Sold Entities) and JV Majority Participations may have against Seller or any Seller’s Group Company with respect to or in connection with any Environmental Losses relating to Existing Environmental Conditions on the Covered Property shall be exclusively governed by this Section 13. In particular, any claims of the Purchaser or Purchaser’s Affiliates (including the Sold Entities) and JV Majority Participations pursuant to Section 24 para. 2 Federal Soil Protection Act (Bundes-Bodenschutzgesetz) and any similar statutory claims shall generally be excluded. Purchaser shall ensure that no Purchaser’s Affiliate (including the Sold Entities) and JV Majority Participations will raise any respective claims against Seller and shall indemnify and hold harmless Seller and any Seller’s Affiliates from and against any such claims.
Competing Claims. If the VAR and any other person make competing claims to a sale, the VAR and the other person shall resolve their claims through negotiation. Pending such outcome, ESRO may in good faith withhold payment of the disputed amount. In no event shall ESRO be liable for paying duplicate or multiple sales commissions with respect to any End-User License Agreement or associated services.
Competing Claims. During the exhibition, the AP Museum was confronted with competing demands for return of the objects that had come from Crimea: Ukraine on the one hand and the Crimean Museums on the other. From March 2014 onwards, the four Crimean museums insisted that the AP Museum return all objects to the lending institutions as stipulated in the loan agreements.16 That same month, the Ministry of Culture of Ukraine requested an early return of the Crimean treasures to the State of Ukraine, stating that Ukraine was working on the return of all artefacts that belonged to the State Museum Fund as they were ‘national treasures and an integral part of the cultural heritage of Ukraine protected by law’.17 By July 2014, the AP Museum suspended its obligations under the loan agreement to return the objects to the four Crimean museums, and, instead, adopted a position that it had no interest in the Crimean treasures and simply wanted to return the artefacts to the entitled party, but that it did not want to be held liable for breach of contract or damages claimed by the other party.18 This position was consistent with the AP Museum’s decision to return objects that had been borrowed from the National Museum of History of Ukraine in Kiev after the termination of the exhibition in August 2014.19 14 Law of Ukraine on Securing the Rights and Freedoms of Citizens and Legal Regime on the Temporarily Occupied Territory of Ukraine (15 April 2014) No 1207-VII. See also Xxxxxxxx (2015) 1276, 1283.
Competing Claims. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Account or any security entitlement in respect of financial assets carried therein, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of Agent under this Account Control Agreement, and agrees that the financial assets standing to the credit of the Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person other than the Agent (except for the face amount of any checks which have been credited to the Account but are subsequently returned unpaid because of uncollected or insufficient funds); provided, however, that the Securities Intermediary may set off all amounts due to it in respect of its reasonable customary fees and expenses for the routine maintenance and operation of the Account.
Competing Claims. 8.1 So long as any Obligations are owed or may become owing by the Borrower to an Interim Finance Party, the Guarantor agrees that (unless that Interim Finance Party otherwise directs) it will not exercise any rights which it may have by reason of performance by it of any of its obligations to that Interim Finance Party hereunder:
(a) to be indemnified by the Borrower;
(b) to claim any contribution from any other surety of any of the Obligations owed by the Borrower;
(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of that Interim Finance Party under the Interim Documents or any security relating thereto;
(d) to bring legal or other proceedings for an order requiring the Borrower to make any payment, or perform any obligation, the subject of this Guarantee;
(e) to exercise any right of set–off against the Borrower or any other surety of any Obligation; or
(f) to claim or prove as a creditor of the Borrower or any other surety of any Obligation in competition with that Interim Finance Party.
8.2 If the Guarantor receives any benefit, payment or distribution in relation to any such rights as are mentioned in Clause 8.1, then to the extent necessary to enable all Obligations which may be or become payable to the relevant Interim Finance Party to be paid in full it shall:
(a) hold an amount of that benefit, payment or distribution equal to the Obligations owed to that Interim Finance Party (or, if less, the amount of that benefit, payment or distribution) on trust for that Interim Finance Party; and
(b) promptly pay or transfer the same to that Interim Finance Party or as that Interim Finance Party may direct for application in accordance with the Interim Documents.
Competing Claims. If there are conflicting instructions or there is any dispute regarding your Account, we may interplead the funds in a court of competent jurisdiction for resolution.
Competing Claims. If the VAR and any other person make competing claims to a sale, the VAR and the other person shall resolve their claims through negotiation. Pending such outcome, 4D may in good faith withhold payment of the disputed amount. In no event shall 4D be liable for paying duplicate or multiple sales commissions with respect to any End-User License Agreement or associated services.
Competing Claims. The Company acknowledges and agrees that no entity has any claims or is entitled to any payments for services in the nature of a finder’s fee or any other arrangements, agreements, payments or understandings pursuant to this Offering, other than with National in accordance with the Placement Agency Agreement, dated as of July 1, 2005, by and between the Company and National Securities Corporation, and all related agreements; however, the Company agrees that either (i) National has waived its right of first refusal under Section 5(o) of the Placement Agent Agreement and the related Right of First Refusal Agreement, each dated on or about July 1, 2005, between the Company and National with respect to the Offering in exchange for being a Soliciting Dealer as set forth in paragraph 3 herein or (ii) the Company has terminated, National’s right of first refusal. To the extent that National serves as a Soliciting Dealer, National and Oppenheimer shall execute the Soliciting Dealer’s Agreement that shall include, among other things, that National agrees in writing to the representations and warranties set forth in Section 4(b) of this Agreement and such other customary and reasonable representations and covenants with respect to its role as a Soliciting Dealer.