Compliance with Transaction Documents The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.
MODELDOCUMEN As additional consideration for the final payment, Contractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless Princeton University from and against all costs, losses, damages, claims, causes of action, judgments and expenses, including attorney’s fees, arising out of or in connection with any claims or causes of action for payment or any liens asserted against Princeton University, or the aforesaid land and improvements (including personal property related thereto), which arise out of the performance of the work under the Contract and which may be asserted by the Contractor or any of its subcontractors, sub-subcontractors or materialmen of any tier thereof. As additional consideration for the final payment aforementioned, Contractor hereby unconditionally releases and forever discharges Princeton University from all claims for payment and all other claims and causes of action of every nature, known or unknown, arising out of or in connection with the performance of the said Contract. This release and discharge shall not apply to claims that Contractor may have against Princeton University for contribution or indemnity (if any) based upon third party claims asserted against Contractor for personal injury or damage to property asserted after the date hereof. Contractor further declares that it has made proper payment of all monies due to all of its employees, subcontractors and suppliers of labor, materials, and/or equipment, and agrees to indemnify and hold Princeton University harmless from any claim or demand it might suffer by reason of failure of this certification. The foregoing shall not relieve Contractor of its obligations under the provisions of said Contract, as amended, which by nature survive completion of the Work including without limitation, warranties, guarantees, and indemnities. Given under our hand and seal this date: by /Form signed and dated by Contractor/ With reference to Subcontract No. as amended, by and between (“Subcontractor”) and _ (“Contractor”) for work for the construction of (the “Project”), the undersigned Subcontractor hereby certifies and represents that conditioned upon full payments of the sum of $ (the “final payment”) pursuant to Subcontractor Application for Payment No. _ dated _ in the amount of $ it has made full payment of all costs, charges and expenses incurred by it or on its behalf for work, labor, services, materials and equipment supplied to the foregoing premises and/or used in connection with its work under said Subcontract. The undersigned Subcontractor further certifies that to its best knowledge and belief, each of its subcontractors and materialmen has made full payment of all costs, charges and expenses incurred by them or on their behalf for work, labor, services, materials and equipment supplied to the foregoing premises and/or used by them in connection with the Subcontractor’s work under said Subcontract. Prior to the date of this Release, the Undersigned further certifies that it has received payments from the Contractor which total $ _. In consideration for the payment of the final payment as set forth above, the Subcontractor hereby unconditionally releases and forever discharges Princeton University and the Contractor and their affiliates and their respective officers, directors, agents, and representatives and Princeton University’s premises and property from all claims, causes of action, liens and obligations of every nature arising out of or in connection with the performance of the said Subcontract and all amendments thereto. This release and discharge shall not apply to claims that Subcontractor may have against Princeton University or Contractor for contribution or indemnity (if any) based upon third party claims asserted against Subcontractor for personal injury or damage to property asserted after the date hereof. As additional consideration for the final payment, the Subcontractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless Princeton University and Contractor from and against all costs, losses damages, claims, causes of action, judgments and expenses, including attorney’s fees arising out of or in connection with claims against Princeton University or Contractor which claims arise out of the performance of the work under the Subcontract and which may be asserted by the Subcontractor or any of its suppliers, subcontractors of any tier or any of their representatives, officers, agents or employees.
Consentement Relatif à la Langue Utilisée Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.
Reference Documents Obtain, as necessary for submitting a tender offer, copies of the latest versions of standards, specifications, conditions of contract and other publications, which are not attached but which are incorporated into the tender documents by reference.
Acquisition Documents (a) Borrowers and Guarantors have delivered, or caused to be delivered, to Agent, true, correct and complete copies of the Acquisition Documents.
(b) The Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby.
(c) None of the Acquisition Documents have been amended or otherwise modified without the prior written consent of Agent.
(d) The execution, delivery and performance of the Acquisition Documents have been duly authorized by all necessary action on the part of Parent and each of its Subsidiaries that is a party thereto and to the best of the knowledge of Borrowers and Guarantors, each other party thereto. Each of the Acquisition Documents is the legal, valid and binding obligation of the parties thereto, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors' rights generally. All actions taken by Parent and its Subsidiaries pursuant or in connection with the purchase of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong have been taken in compliance with the terms of the Acquisition Documents.
(e) No party to any of the Acquisition Documents is in default with respect to any of its obligations under such Acquisition Documents in any material respect and all representations and warranties made by the parties thereto in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct as of the date hereof, except as waived in writing with the approval of Agent. The reports, financial statements, certificates and other written information with respect to the purchase of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong in connection with the Acquisition Documents, furnished to Agent by Borrowers, taken as a whole (as modified or supplemented by other written information so furnished), do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading.
