Continuing Obligations of the Parties Sample Clauses

Continuing Obligations of the Parties. The parties shall cooperate with each other in the performance of this Agreement until the termination hereof. Neither party shall take any action or refrain from taking any action which would jeopardize or compromise the performance of the Website or FMN's systems or which would hinder the performance by the parties of their respective services to the Participating Lenders and to their customers. Each party shall promptly forward to the other all notices, claims, letters, documents and other information received by such party which are relevant to the performance of this Agreement. The parties shall provide to each other all information and documentation regarding their respective products and services which are necessary or relevant to the performance of the transactions contemplated by this Agreement.
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Continuing Obligations of the Parties. The Parties hereby agreed after the Closing to assist and cooperate in good faith with each other on a timely basis in providing any information or documents, or executing any documents, necessary or reasonably required to fulfill the Party’s obligations hereunder.
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Continuing Obligations of the Parties. Notwithstanding the termination of this Agreement pursuant to Section 10.03, (i) each of the Material Agreements will continue or terminate in accordance with its terms, (ii) each party hereto agrees, and agrees to cause its Affiliates, to con tinue for a one (1) year transition period, or if shorter as may be agreed to by the parties hereto and thereto, as the case may be, for their remaining terms, such agreements and arrangements between the Partnership and such party or its Affiliate with respect to the furnishing of products, premises or services as may then be in existence and (iii) each party hereto agrees to provide for such transition period the reasonable assistance, on terms and conditions to be agreed upon, of such party and its Affiliates in effecting an orderly transition of the Partnership's business. Unless otherwise agreed to in writing by the parties hereto and their Affiliates which are parties to the Material Agreements, the transition period under clauses (ii) and (iii) of this Section 10.04 will not extend for more than one (1) year following the consummation of a sale pursuant to Section 10.03.
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Continuing Obligations of the Parties. 3.01 Xxxxx Xxxxxxxx agrees, throughout the term of this Agreement, that: (a) Xxxxx Xxxxxxxx will provide JMARC with a copy of the Manual and modifications to the Manual in a timely manner. (b) Xxxxx Xxxxxxxx will assist JMARC in the promotion and sale of Xxxxx Xxxxxxxx roofing products constituting the Xxxxx Xxxxxxxx Guaranteed Roofing Systems identified in Attachment I by providing copies of sales and technical literature and other publications that Xxxxx Xxxxxxxx makes generally available to its approved roofing contractors for such systems. (c) Xxxxx Xxxxxxxx will provide, at its discretion and expense, technical assistance to JMARC, excluding any architectural or engineering advice, which Xxxxx Xxxxxxxx does not and expressly disclaims any responsibility to provide. (d) Upon JMARC's compliance with the provisions contained in this Agreement, the Manual and the Guarantee Price List Brochure and after Xxxxx Xxxxxxxx has inspected and accepted a Xxxxx Xxxxxxxx roofing system identified in Attachment I and applied by JMARC, Xxxxx Xxxxxxxx will issue its guarantee of such roofing system(s) (the “Guarantee”). The terms and conditions of the Manual, Guarantee Price List Brochure or Guarantee may be changed by Xxxxx Xxxxxxxx without advance notice to JMARC except as to specific contracts for which Xxxxx Xxxxxxxx has agreed to sell its roofing products to JMARC for a Xxxxx Xxxxxxxx Guaranteed Roofing System where Xxxxx Xxxxxxxx has received and accepted a completed contract award notice (as provided in paragraph 3.02(a) below) and the payments required to accompany such notices. 3.02 JMARC agrees, throughout the term of this Agreement, that: (a) JMARC shall notify Xxxxx Xxxxxxxx of all contract awards for which JMARC desires to purchase a Guarantee using a “Guarantee Application” form. (b) JMARC shall meet minimum Peak Advantage program requirements as set forth in the “Peak Advantage Contractors” insert in the Peak Advantage folder and incorporated herein. Failure to do so may result in the revocation of JMARC approval and/or guarantees being withheld. (c) JMARC shall make payment in full for guarantee charge before the issuance of the guarantee. Xxxxx Xxxxxxxx shall be entitled to deposit such payment in its own accounts immediately upon receipt. However, receipt and acceptance by Xxxxx Xxxxxxxx of the Guarantee Application form and payment of the guarantee charge (whether or not such charge is deposited in Xxxxx Xxxxxxxx'x account) shall not obligate Xxxxx X...
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Continuing Obligations of the Parties. No exercise by a non-Defaulting Party of any remedy pursuant to Section 8.3 shall relieve the Defaulting Party of any of its obligations under this Agreement that have arisen or accrued prior to the date of any termination of this Agreement. Except as expressly set forth, no remedy under this Article 8 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy provided hereunder or otherwise available to a non-Defaulting Party at law or in equity.
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Continuing Obligations of the Parties. No breach, default or threatened breach of this Master Agreement (and/or any ETF License entered into hereunder) by either Party shall relieve the other Party of its obligations or liabilities under this Master Agreement and/or such ETF License with respect to the protection of the property or proprietary nature of any property which is the subject of this Master Agreement and/or such ETF License.
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Continuing Obligations of the Parties. No exercise by a party of any remedy pursuant to this ARTICLE XI shall relieve the other party from any of its obligations or liabilities under this Agreement, except obligations and liabilities first arising after the termination of this Agreement that are not related to an event, matter or occurrence occurring prior to the termination hereof. Except as otherwise expressly set forth in this Agreement, Owner and Beacon intend and agree that no remedy under this ARTICLE XI shall be exclusive, but that each remedy shall be cumulative and in addition to any other remedy provided under this Agreement or otherwise available to a non-defaulting party at law or in equity.
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Continuing Obligations of the Parties. Section 4.1. Access Rights.
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Continuing Obligations of the Parties 
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Related to Continuing Obligations of the Parties

  • Continuing Obligations of the Grantors Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

  • Obligations of the Parties Clause 8

  • Continuing Obligations The rights and obligations of the Parties that, by their nature, would continue beyond the expiration or termination of this Agreement, e.g., "Liability and Risk of Loss" and "Intellectual Property Rights"-related clauses shall survive such expiration or termination of this Agreement.

  • 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.

  • Obligations of Parties Nothing herein shall relieve a Party of its obligations under the Federal Rules, the Bankruptcy Rules, the Federal Rules of Evidence, and the Local Rules, or under any future stipulations and orders, regarding the production of documents or the making of timely responses to Discovery Requests in connection with the Cases.

  • Existing Obligations Termination of this Agreement shall not affect any obligations of the Parties under this Agreement prior to the date of termination including, but not limited to, completion of all medical records and cooperation with BCBSM with respect to any actions arising out of this Agreement filed against BCBSM after the effective date of termination. This Agreement shall remain in effect for the resolution of all matters pending on the date of termination. BCBSM's obligation to reimburse Provider for any Covered Services will be limited to those provided through the date of termination.

  • Actions of the Parties Except as otherwise provided in this Agreement, whenever this Agreement calls for or permits a party's approval, consent, or waiver, the written approval, consent, or waiver of the Agency's Executive Director and the City's City Manager (or their respective designees) shall constitute the approval, consent, or waiver of the Agency and the City, respectively, without further authorization required from the governing board of the party; provided, however, that the person vested with such authority may seek such further advice or authorization from the applicable governing board when she/he deems it appropriate.

  • CONTINUING OBLIGATION OF THE SELLER SLM ECFC shall provide all reasonable assistance necessary for Funding to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period SLM ECFC owned the related Purchased Loan, or (b) a payment made or alleged to have been made to SLM ECFC. Further, SLM ECFC agrees to reasonably cooperate in the preparation and filing of any financing statements at the request of Funding in order to reflect Funding’s interest in the Loans.

  • Obligations of the Purchasers (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

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