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Continuing Validity of Agreement Sample Clauses

Continuing Validity of Agreement. Except as expressly modified or amended hereby, the Agreement shall continue in full force and effect.
Sample 1Sample 2
Continuing Validity of Agreement. The parties hereto agree that, the agreements set forth in this Agreement, and the rights of the Additional and Supplemental Creditor as against the Advance Creditor, Herrick, and the Trust, and of the Advance Creditor as against Herrixx xxx the Trust shall remain in full force and in effect withoxx xxxxrd to, and shall not be impaired by any act of any party (including without limitation the Company and any of the parties hereto) or any event whatsoever, including without limitation, any amendment, modification, restatement, refinancing or waiver of, or addition or supplement to or deletion from, or compromise, release or consent or other action in respect of any of the terms of the Advance Debt, the Additional and Supplemental Debt, the Herrick Debt, or the Trust Debt, any exercise or non-exercise of any xxxxx hereto of any of its rights in connection with the respective indebtedness owed to it by the Company or the security interests granted to it by any of the Grantors to secure such indebtedness, any failure by any party to perfect its security interest in or actions taken by such party with respect to or release by such party of its security interest in any collateral granted to such party by any of the Grantors, any absence or inadequacy of any notice to, or knowledge by, any party hereto of any matter (including the foregoing matters), or any other circumstance which might otherwise constitute a defense available to or a discharge of the Company, any of the other Grantors or any of the parties hereto. Each of the Advance Creditor, Herrick, and the Trust waives any and all notices of the acceptance xx xxx provisions of this Agreement or of the, renewal, extension or accrual, now or at any time in the future, of any Additional and Supplemental Debt or Advance Debt, as applicable.
Sample 1
Continuing Validity of Agreement. Except as specifically set forth in this First Amendment, all remaining terms and conditions of the Agreement shall remain in full force and effect.
Sample 1
Continuing Validity of Agreement. Except as specifically set forth in this Amendment, all remaining terms and conditions of the Agreement shall remain in full force and effect. EXECUTED as of the 6th day of August , 2020. ELECTION SYSTEMS & SOFTWARE, LLC. COLLIN COUNTY, TEXAS By: By: Its: VP of Finance Its: 00000 XXXX XXXX BLVD OMAHA, NE 68137-2364 (000) 000-0000 Customer Contact, Title: Xxxxx Xxxxxxx Customer Name: Collin County, Texas Customer P.O. #: 1st Election Date: November 3, 2020 Estimated Delivery Date: August 2020 Phone Number: (000) 000-0000 Fax Number: N/A Type of Sale: NEW Type of Equip: NEW REFURBISHED Item Description Total 1 DS200 Model DS200 Scanner with Internal Backup Battery, Plastic Ballot Box with Steel Door and e-Bin, #2 Ballot Box Lock, Paper Roll, and One (1) Standard 4GB Memory Device - Version 6.1.0.0 2 DS200 Tote Bin 3 DS200 Standard 4GB Memory Device (Additional) 4 ExpressTouch Curbside Voting Solution ExpressTouch with Internal Battery Backup, Booth, Privacy Panels, Carrying Case, Reports Printers, Power Supply, Paper Roll, and One (1) Standard 4GB Memory Device - Version 6.1.0.0 5 ExpressTouch Curbside Voting Solution Smart Card - Supervisor 6 ExpressTouch Curbside Voting Solution UVC Keypad with Headset 7 DS200 Equipment Installation 8 ExpressTouch Curbside Voting Solution Equipment Installation 9 Printer ExpressVote Printer 10 Election Supply Item Check-In Protective Shield - Compact 11 Election Supply Item Box for Check-In Protective Shield - Compact (Holds up to 2 Xxxxxxx) 12 BOD Compact Printer with Firmware and Five (5) Year Hardware Warranty 13 BOD Laptop Computer with Router 14 Services Ballot On Demand Training 15 Services Installation & Acceptance Testing 16 Shipping Shipping & Handling 30 1 $5,750.00 $225.00 $105.00 $3,850.00 $10.00 $200.00 $115.00 $105.00 $725.00 $125.00 $10.00 $2,975.00 $1,320.00 $1,700.00 $400.00 $7,225.00 Freight Billable: yes no $172,500.00 Customer Signature Date V.P. of Finance Date Title Note 1: Ballot On Demand Fees and Consumables: ELECTION SET-UP FEES: (Subject to change after the Initial Term) Initial Election Set-Up Fee per Election Event Black and White Ballot Set-Up: $450.00 per election set-up + $1.00 per unique PDF for first Computer $75.00 for each additional Computer set-up Color Ballot Set-Up: $550.00 per election set-up + $1.00 per unique PDF for first Computer $75.00 for each additional Computer set-up Rework of Set-Up due to Customer Changes After Initial Set-Up is Complete: $175.00 per change event for firs...
Sample 1

Related to Continuing Validity of Agreement

  • Validity of Agreement The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 12 (a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.

  • Validity of Agreements Each of this Agreement and the Indenture has been duly executed and delivered on behalf of the Republic and constitutes a valid and binding obligation of the Republic, enforceable against the Republic in accordance with its terms.

  • Authorization; Validity of Agreement (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). Except for the Company Required Vote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) The Company Board has adopted such resolutions as are necessary so that the provisions of Section 203 of the DGCL are inapplicable to the Merger or any of the other transactions contemplated by this Agreement. Except for Section 203 of the DGCL (which has been rendered inapplicable), to the knowledge of the Company, no “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other transactions contemplated by this Agreement.

  • CONTINUING VALIDITY Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

  • Authorization and Validity of Agreement Such party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the agreements and instruments to which it is to be a party required to effect the Restructuring (the “Restructuring Agreements”) and the agreements to be delivered by it at the Closing pursuant to Section 5.3 (the “Other Agreements”). The execution, delivery and performance by such party of this Agreement, the Restructuring Agreements and the Other Agreements and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors, managing members or analogous governing body of such party and, to the extent required by law, its stockholders or members, and no other corporate or other action on its part is necessary to authorize the execution and delivery by such party of this Agreement, the Restructuring Agreements and the Other Agreements, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Restructuring Agreements and each of the Other Agreements, when executed and delivered, will be, duly executed and delivered by such party and each is, or will be, a valid and binding obligation of such party, enforceable in accordance with its terms.

  • Authorization and Validity of Agreements The Purchaser has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Purchaser. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its respective terms.

  • Enforceability of Agreement Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required.

  • Enforceability of Agreements All agreements between the Company and third parties expressly referenced in the Prospectus, other than such agreements that have expired by their terms or whose termination is disclosed in documents filed by the Company on XXXXX, are legal, valid and binding obligations of the Company and, to the Company’s knowledge, enforceable in accordance with their respective terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and (ii) the indemnification provisions of certain agreements may be limited by federal or state securities laws or public policy considerations in respect thereof, and except for any unenforceability that, individually or in the aggregate, would not have a Material Adverse Effect.

  • Severability of Agreement Should any part of this Agreement for any reason be declared invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portions of this Agreement without including any such part, parts or portions which may, for any reason, be hereafter declared invalid.

  • Applicability of Agreement The Developer agrees that the Lands shall be developed and used only in accordance with and subject to the terms and conditions of this Agreement.

Most Referenced Clauses

Most Referenced Definitions