Continued Observance Sample Clauses

Continued Observance. The obligations stated herein shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns, provided however, that no party shall have the right to transfer to any third party (including without limitation, by way of sale of any MasterCard Cards subject to this Agreement, by voluntary or involuntary transfer, by operation of law or otherwise) any of its rights under this Agreement against the other party, or the benefits thereof, without first obtaining the prior written consent of the other party. If any Person acquires any interest in this Agreement or the subject matter hereof in any manner, whether by acquiring any MasterCard Cards subject to this Agreement, by voluntary or involuntary transfer, by operation of law or otherwise, such interest shall be held subject to all of the terms of this Agreement and by taking or holding such interest, such Person shall be conclusively deemed to have agreed to be bound by, and to comply with, all of the terms and obligations of this Agreement.
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Continued Observance. To the extent that, during the Term, Customer in any way sells, transfers or divests itself, in whole or in part, of one or more Affiliates or Cards that would have been subject to the terms of this Agreement had no such sale, transfer or divestiture occurred, Customer shall cause the continued observance by the entity acquiring such Affiliates or Cards of the terms of this Agreement relating to such Affiliates or Cards following such sale, transfer or divestiture.
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Continued Observance. The obligations stated herein shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns, provided however, that no party shall have the right to assign to any third party (including without limitation, by way of sale of any Cards subject to this Agreement, by voluntary or Execution Copy involuntary transfer, by operation of law or otherwise) any of its rights under this Agreement against the other party, or the benefits thereof, without first obtaining the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. If any Person acquires any interest in this Agreement or the subject matter hereof in any manner, whether by acquiring any Cards subject to this Agreement, by voluntary or involuntary transfer, by operation of law or otherwise, such interest shall be held subject to all of the terms of this Agreement and by taking or holding such interest, such Person shall be conclusively deemed to have agreed to be bound by, and to comply with, all of the terms and obligations of this Agreement.
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Continued Observance. The holidays provided for in Section 12.2 above, are dependent upon and result from official acts of National and State Governments and shall continue to be paid holidays under this Agreement while retaining such official status. Any such holidays which shall be removed from such status by acts of the National or State Governments shall, upon such action, be deleted from this collective bargaining agreement as paid holidays.
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Continued Observance. If any Purchaser intends to transfer all or any material portion of the equity interests, business or assets of any Transferring Company or Project to any Person at a time when any Relevant Producer-Side Charges Adjustment Amount may become payable to the Seller in respect of any Project then held by such Transferring Company (in the case of a transfer of the equity interests of a Transferring Company) or such Project (in the case of a transfer of the business or assets of any Project), then before such transfer, such Purchaser shall, and shall cause such Person to, enter into a written agreement with the Seller, in a form reasonably acceptable to the Seller and such Purchaser, under which such Person agrees to the provisions of this Section 2.7 as though such Person was the “Purchaser” of each Project then held by such Transferring Company (in the case of a transfer of the equity interests of a Transferring Company) or such Project (in the case of a transfer of the business or assets of any Project). Notwithstanding the foregoing, the relevant Purchaser shall continue to be jointly and severally liable with each such Person in respect of the obligations under this Section 2.7.
Sample 1
Continued Observance. If (i) the Project26 Purchaser intends to transfer all or any material portion of the equity interests, business or assets of Project26 or any Earn-out Project to any Person and (ii) no Earn-out Amount would be payable to the Seller upon such transfer but (iii) an Earn-out Amount may become payable to the Seller in respect of any Earn-out Project then held by Project26 (in the case of a transfer of the equity interests of Project26) or such Project (in the case of a transfer of the business or assets of any Earn-out Project), then before such transfer, the Project26 Purchaser shall, and shall cause such Person to, enter into a written agreement with the Seller, in a form reasonably acceptable to the Seller and the Project26 Purchaser, under which such Person agrees to the provisions of this Section 2.8 as though such Person was the “Purchaser” of each Earn-out Project then held by Project26 in respect of which an Earn-out Amount may become payable to the Seller (in the case of a transfer of the equity interests of Project26) or such Project (in the case of a transfer of the business or assets of any Earn-out Project). Notwithstanding the foregoing, the Project26 Purchaser shall continue to be jointly and severally liable with each such Person in respect of the obligations under this Section 2.8.
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Continued Observance. If the Purchaser intends to transfer all or any material portion of the TK Interests in any Project to any Person at a time when any Relevant Producer-Side Charges Adjustment Amount may become payable to a Seller in respect of such Project, then before such transfer, the Purchaser shall, and shall cause such Person to, enter into a written agreement with the Relevant Seller, in a form reasonably acceptable to the Relevant Seller and the Purchaser, under which such Person agrees to the provisions of this Section 2.7 as though such Person was the “Purchaser” of the TK Interests in such Project. Notwithstanding the foregoing, the Purchaser shall continue to be jointly and severally liable with each such Person in respect of the obligations under this Section 2.7.
Sample 1
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Continued Observance. If the O&MCo Purchaser intends to transfer all or any material portion of the equity interests, business or assets of O&MCo or the O&M Business to any Affiliate at a time when any O&MCo On-sale Consideration may become payable to the Seller, then before such transfer, the O&MCo Purchaser shall, and shall cause such Affiliate to, enter into a written agreement with the Seller, in a form reasonably acceptable to the Seller and the O&MCo Purchaser, under which such Affiliate agrees to the provisions of this Section 2.8 as though such Affiliate was the “O&MCo Purchaser”. Notwithstanding the foregoing, the O&MCo Purchaser shall continue to be jointly and severally liable with each such Affiliate in respect of the obligations under this Section 2.8.
Sample 1

Related to Continued Observance

  • Continued Compliance The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would be) required by the Securities Act to be delivered in connection with sales of the Public Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Pricing Disclosure Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event; (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Pricing Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representative with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representative or counsel for the Underwriters shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representative notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within 48 hours prior to the Applicable Time. The Company shall give the Representative notice of its intention to make any such filing from the Applicable Time until the later of the Closing Date and the exercise in full or expiration of the Over-allotment Option specified in Section 1.2 hereof and will furnish the Representative with copies of the related document(s) a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object.

  • Payment of Accrued Obligations The Company shall pay to the Executive upon the Executive’s Severance a lump sum payment in cash, paid in accordance with applicable law, as soon as practicable but no later than ten (10) days after the Severance Date, equal to the sum of (a) the Executive’s accrued annual base salary and any accrued vacation pay through the Severance Date, and (b) any annual bonus earned by the Executive from the year preceding the Severance Date but not yet paid as of the Severance Date.

  • Accrued Rights Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement.

  • Definition of Accrued Obligations For purposes of this Agreement, “Accrued Obligations” means: (i) the portion of Executive’s Base Salary that has accrued prior to any termination of Executive’s employment with Company and has not yet been paid; and (ii) the amount of any expenses properly incurred by Executive on behalf of Company prior to any such termination and not yet reimbursed. Executive’s entitlement to any other compensation or benefit under any plan of Company shall be governed by and determined in accordance with the terms of such plans, except as otherwise specified in this Agreement.

  • Accrued Obligations Expiration or termination of this Agreement for any reason shall not release either Party from any obligation or liability which, at the time of such expiration or termination, has already accrued to the other Party or which is attributable to a period prior to such expiration or termination.

  • Continued Benefits For a twenty-four (24) month period (or, if less, the number of months from the Date of Termination until the Executive would have reached age sixty-five (65)) after the Date of Termination, the Company shall provide the Executive with life insurance, health, disability and other welfare benefits ("Welfare Benefits") substantially similar in all respects to those which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to the Potential Change in Control preceding the Change in Control or the Change in Control which reduction constitutes or may constitute Good Reason). Benefits otherwise receivable by an Executive pursuant to this Section shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided pursuant to this Section at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Executive's Date of Termination (without giving effect to any increase in costs paid by the Executive after the Potential Change in Control preceding the Change in Control or the Change in Control which constitutes or may constitute Good Reason); provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive's coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a preexisting condition, to such preexisting condition) until the earlier of the end of the applicable period of noncoverage under the new employer's plan or the third anniversary of the Executive's Date of Termination. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of

  • Payment of accrued default interest Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due.

  • Continued Performance The Contractor and Contractor Parties shall continue to Perform their obligations under the Contract while any dispute concerning the Contract is being resolved.

  • No Guarantee of Continued Employment YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE VESTING OF THE PERFORMANCE SHARE AWARD PURSUANT TO THE PROVISIONS OF THIS AGREEMENT IS EARNED ONLY IF THE PERFORMANCE GOALS ARE ATTAINED AND THE OTHER TERMS AND CONDITIONS SET FORTH HEREIN ARE SATISFIED AND BY YOUR CONTINUED EMPLOYMENT (SUBJECT TO THE PROVISIONS OF SECTION 3(b) HEREOF) AT THE WILL OF THE COMPANY OR AN AFFILIATE (AND NOT THROUGH THE ACT OF BEING EMPLOYED BY THE COMPANY OR AN AFFILIATE, BEING GRANTED A PERFORMANCE SHARE AWARD, OR RECEIVING SHARES HEREUNDER). YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE RIGHT TO EARN A PAYMENT UNDER THE PERFORMANCE SHARE AWARD SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT DURING THE PERFORMANCE PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH YOUR RIGHT OR THE RIGHT OF THE COMPANY OR AN AFFILIATE TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE, AND IN ACCORDANCE WITH APPLICABLE EMPLOYMENT LAWS OF THE COUNTRY WHERE YOU RESIDE.

  • Continued Welfare Benefits The Company shall, at its option, either (A) continue to provide medical, life insurance, accident insurance and disability benefits to the Executive and the Executive’s spouse and dependents at least equal to the benefits provided by the Company and its Subsidiaries generally to other active peer executives of the Company and its Subsidiaries, or (B) pay Executive the cost of obtaining equivalent coverage, in the case of each of clauses (A) and (B), for a period of time commencing on the Termination Date and ending on the date that is eighteen (18) months after the Termination Date; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. Any provision of benefits pursuant to this Section 4(a)(iii) in one (1) tax year of the Executive (the “Executive Tax Year”) shall not affect the amount of such benefits to be provided in any other Executive Tax Year. The right to such benefits shall not be subject to liquidation or exchange for any other benefit. Executive agrees to make (and to cause his dependents to make) a timely election under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to the extent requested by Employer, to facilitate Employer’s provision of continuation coverage.

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