Conditions of payment and Claims Sample Clauses

Conditions of payment and Claims. Despite any other provision of this Agreement, each of the following applies in respect of this Agreement: (1) GFA is not liable to make any payment (whether by way of damages or otherwise) for any breach of any GF Warranty to the extent that the amount of such payment has been increased because a Claim was not made in writing by Eldorado against GFA (setting out in reasonable detail the fact, circumstance or matter giving rise to the breach, the nature of the breach and Eldorado calculation of the loss suffered) as soon as reasonably practicable after Eldorado become aware of the fact, circumstance or matter on which the Claim is based. In any event, such Claims must be made on or before the date eighteen months after the Closing Date. (2) The maximum aggregate amount that Eldorado may recover from GFA (whether by way of damages or otherwise) for all Claims arising under or in respect of this Agreement is limited to the Purchase Price. (3) GFA’s Liability in respect of any breach of any GF Warranty will be reduced or extinguished (as the case may be) to the extent that the breach has arisen as a result of any act or omission by or on behalf of Eldorado or any of its Affiliates. (4) GFA will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado for any breach of any GF Warranty: (a) where the breach is as a result of any legislation not in force at the date of this Agreement including legislation which takes effect retrospectively; (b) where the breach is as a result of or in respect of a change in the judicial interpretation of the law in any jurisdiction after the date of this Agreement; or (c) where the breach is as a result of or in respect of a change in the administrative practice of any Governmental Authority after the date of this Agreement including any change which takes effect retrospectively. (5) GFA will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado for any breach of any GF Warranty to the extent that Eldorado is or would be entitled to claim an indemnity against, or otherwise recover from a person other than GFA in respect of any loss or damage suffered by Eldorado arising out of the breach whether by way of contract, indemnity or otherwise. (6) GFA will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado for any indirect, consequential or indirect economic loss, or indirect loss of profits, however arising.
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Conditions of payment and Claims. Despite any other provision of this Agreement, each of the following applies in respect of this Agreement.
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Related to Conditions of payment and Claims

  • Conditions of Payment All services provided by the Contractor under Work Authorizations must be performed to the State’s satisfaction, as determined at the sole discretion of the State’s Authorized Representative and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations including business registration requirements of the Office of the Secretary of State. The Contractor will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state, or local law.

  • Conditions to Obligations of All Parties The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Parties The obligation of the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Exchange Closing Date, of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • Terms and Conditions of Payment Payments will be made to the Service Provider according to the payment schedule stated in the SCC. Unless otherwise stated in the SCC, the advance payment (Advance for Mobilization, Materials and Supplies) shall be made against the provision by the Service Provider of a bank guarantee for the same amount, and shall be valid for the period stated in the SCC. Any other payment shall be made after the conditions listed in the SCC for such payment have been met, and the Service Provider have submitted an invoice to the Procuring Entity specifying the amount due.

  • Presumptions of Payment Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or each of the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • Conditions to Obligations of Each Party The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6:

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