Contractual Matters. MIT Office of Sponsored Programs 00 Xxxxxxxxxxxxx Xxxxxx, XX00-000 Xxxxxxxxx, XX 00000-0000 XXX Attention: [CA name] Phone: + 1-617- -___ Email: @xxx.xxx MIT Sponsored Accounting 00 Xxxxxxxxxxxxx Xxxxxx, XX 00-0000 Xxxxxxxxx, XX 00000-0000 XXX Phone: +0-000-000-0000 Email: xxxxxxx-xxxxxx@xxx.xxx Technical Matters MIT [Dept/Lab/Center] 00 Xxxxxxxxxxxxx Xxxxxx, [Rm #] Xxxxxxxxx, XX 00000-0000 XXX Attention: [PI name] Phone: +1-617- -_ E-mail: @xxx.xxx MIT Technology Licensing Xxxxxx 000 Xxxx Xxxxxx, Xxxx XX00-000 Xxxxxxxxx, XX 00000-0000 XXX Attention: Director Phone: +0-000-000-0000 Email: xxx@xxx.xxx
Contractual Matters. Either the president of the Local Chapter or the superintendent shall have the right to initiate a request for a meeting of the standing committee, as it is established in Section 1 to address matters of contract administration. Such meetings shall be held as needed but it is the intent of the parties to meet at least monthly. Nothing contained in this section shall preclude a teacher/licensed professional from filing a grievance under the terms of Article 10, provided such a grievance has not been resolved at this meeting.
Contractual Matters. 13.1 Annexed to the Disclosure Letter are true, accurate and complete copies of all the material contracts and other arrangements to which the Company is a party as at the date of this Agreement (the “Material Contracts” and each a “Material Contract”) and all of the Material Contracts are in full force and effect.
13.2 The Company is not in material breach of any Material Contract and nothing has occurred which so far as the Warrantors are aware is likely to result in the Company being in material breach of any Material Contract. So far as the Warrantors are aware, no other party to any Material Contract is in material breach of such contract and nothing has occurred which is likely to result in any such party being in material breach of any Material Contract. No Material Contract is subject to any dispute or claim which could materially adversely affect the operation of the business of the Company nor, so far as the Warrantors are aware, have any circumstances occurred which are likely to result in any such dispute or claim.
13.3 The Company has not received notice of any actual or intended amendment to any material term of any Material Contract which is not included in the copies of those contracts annexed to the Disclosure Letter.
13.4 No other party to a Material Contract has given notice of its intention to terminate, or has otherwise sought to repudiate or disclaim, a Material Contract and the Warrantors are not aware of the invalidity of, or a ground for termination, avoidance, repudiation or material alteration to the terms of, any Material Contract.
Contractual Matters. The Parental Contract and the Schedule of Fees of the School, as varied from time to time, apply to and are incorporated in this Scheme. A Payer who is not also a Parent shall not acquire any rights or obligations under the terms of the School’s contract with the Parent save as provided in these Scheme Conditions.
Contractual Matters. 10.1 There is not outstanding any agreement or arrangement to which any member of the Group is a party which, by virtue of the Subscription or this Agreement, will result in any other party being relieved of any obligation or becoming entitled to exercise any right which may have a material adverse effect on the Group as a whole.
10.2 None of the members of the Group is in any default under any agreement or arrangement to which it is a party which may have a material adverse effect on the Group as a whole.
10.3 There is no agreement or arrangement which is material to the business of the Group between any member of the Group and any other person which shall or may be terminated as a result of this Agreement (or Completion).
Contractual Matters. 8.1 Save where the relevant Material Agreements are not in writing, true, complete and accurate copies of all Material Agreements have been disclosed in the Data Room.
8.2 The only Material Agreements that are not in writing are those between a Target Company and the following suppliers:
(a) Performing Rights Society;
(b) the Department of Energy and Climate;
(c) Altavia Recruitment Limited;
(d) Acorn Recruitment Limited;
(e) Xxxxxx Xxxxxxx Limited.
8.3 The Management Shareholders have no knowledge of the invalidity or unenforceability of, or a ground for termination, avoidance or repudiation of any Material Agreement. No party to a Material Agreement has given written notice of its intention to terminate, or has sought to repudiate or disclaim that Material Agreement.
8.4 No Target Company is and so far as the Management Shareholders are aware, no other party to a Material Agreement is in material breach of that Material Agreement and, so far as the Management Shareholders are aware, no matter exists which might give rise to such breach, in each case as would have or might reasonably be expected to have a material adverse effect on the operations or business of the Target Group.
8.5 No Target Company is, and so far as the Management Shareholders are aware, no other party to a Material Agreement is, in breach of any Material Agreement which would have a material adverse effect on the operations or business of the Target Group and, so far as the Management Shareholders are aware, no matter exists which would or might reasonably be expected to give rise to such breach.
8.6 All Material Agreements entered into by the Target Group at any time in the past two (2) years have been entered into on an arm’s-length basis.
8.7 All agreements between the Target Group and any Related Person of the Seller which have been entered into at any time in the past two (2) years, or earlier if still subsisting or pursuant to which the Target Group has continuing obligations or liabilities, have been entered into on an arms’ length basis.
8.8 Save as Disclosed in the VDD Reports and the Data Room, there is not outstanding any guarantee, indemnity or suretyship given by or for the benefit of any Target Company which is material to the Target Group or the operations of the Target Group, taken as a whole.
8.9 In respect of the DSDAs:
(a) each of the DSDAs are agreements on terms that have substantively the same commercial and legal effect as described in Document 6.5.5 of the Data ...
Contractual Matters. 9.1 Effect of executing this agreement So far as the Sellers are aware, the execution of and compliance with the terms of this agreement will not:
(a) conflict with or result in a breach of the terms of any subsisting agreement, arrangement or instrument binding on the Company;
(b) cause the Company to lose the benefit of any right, licence or privilege it enjoys at present;
(c) relieve any person of any obligation to the Company (whether contractual or otherwise) or enable any person to determine such obligation or any right or benefit enjoyed by the Company or to exercise any right under an agreement with the Company;
(d) result in any liability of the Company being created or increased.
9.2 Relationships With Suppliers, Distributors and Customers No material Supplier or Distributor has advised the Company of any dissatisfaction with its relationship with the Company or any of its directors or employees, except for such dissatisfaction which, in relation to an individual matter would involve a potential direct Loss not to exceed £10,000, or in the aggregate (for all Suppliers, Distributors and Customers) involves potential direct Losses not to exceed £100,000. All sales data, whether provided in the Managements Accounts or otherwise, are based upon sales conducted strictly in accordance with the product manufacturers’ rules and regulations for sale of its products (which are regularly enforced by that manufacturer)
9.3 Characteristics of contracts There is not outstanding any contract, liability or arrangement to which the Company is a party and by which it is legally bound which:
(a) is outside the ordinary course of business of the Company;
(b) is of a long-term nature (that is to say, unlikely to be fully performed within six months of it being entered into);
(c) upon completion by the Company of its work or the performance of its other obligations under it, so far as the Sellers are aware is likely to result in a loss for the Company which is not fully provided for in the Last Accounts or which either is not expected to make a normal profit margin or involves an abnormal degree of risk;
(d) requires the Company to give more than 60 days’ notice to effect its termination;
(e) is of an onerous nature or cannot be duly observed and performed by the Company without an unusual commitment of money or resources in the context of the business of the Company;
(f) involves any payments to be made by the Company by reference to fluctuations in the Retail Prices...
Contractual Matters. This Agreement (‘FIA Agreement’) is supplemental to the Parent Contract that the Parents agreed to when accepting a place for the Child and should therefore be read in conjunction with the Parent Contract. This FIA Agreement therefore forms part of the contractual relationship between the Parents and the Foundation and will remain fully in force and effective as between the Foundation and the Parents as holders of parental responsibility.
Contractual Matters. (a) There are no material unremedied breaches by Target Companies of Material Agreements or, to Seller's Knowledge, by the counterparties to the Material Agreements and, to Seller's Knowledge, all Material Agreements are in full force and effect.
(b) No Material Agreement contains terms, whereby as a direct result of the entry into and performance of this Agreement or any other Transaction Documents, (x) any other party will be entitled to be relieved of any material obligation or become entitled to exercise any material right (including any termination or pre-emption right or other option) or (y) any Target Company will be in material default.
(c) During the 12 (twelve) months preceding the date of this Agreement, no major customer or supplier to any Target Company and/or to the Business has given written notice to any Target Company of its intention to take any action that would adversely impact its ongoing commercial relationship with the Target Company which written notice shall not include termination of agreements in the ordinary course of business or at the end of a term of an agreement.
Contractual Matters. (a) To Sellers' Knowledge, there are no material unremedied breaches by the Target Companies or the counterparties of the Material Agreements and all Material Agreements are in full force and effect.
(b) No Material Agreement contains terms, whereby as a result of the entry into and performance of this Agreement, any other Transaction Document, or any Carve Out Agreement (x) any other party to such Material Agreement will be entitled to be relieved of any material obligation or become entitled to exercise any material right (including any termination or pre-emption right or other option) or (y) any Target Company will be in material default, it being understood, that consent requirements for the assignment, novation, or split of Material Agreements shall be excluded from this Warranty.
(c) To Sellers' Knowledge, there are no material unremedied breaches by the Sellers Groups or the Target Companies or the counterparties of the Helium Contracts to the extent it would effect the back-to-back agreements. To Sellers' Knowledge, all Helium Contracts subject to the terms specified in Schedule 16, are in full force and effect. For the purposes of this warranty under Schedule 7 paragraph 1.9(c) reference to Sellers' Knowledge in relation only to the Helium Contracts means the actual knowledge as of the date hereof of Linde's Head of Global Helium and Rare Gases without any further inquiry.
