DEALING WITH THE RETENTION Sample Clauses

DEALING WITH THE RETENTION. (1) If a claim in respect of a breach or alleged breach of the Warranties or any other breach or alleged breach of any of the obligations of the Seller pursuant to this Agreement shall have been notified to the Seller in accordance with this Agreement and: (a) it shall have been finally decided that the Seller is liable (in whole or in part) to the Purchaser in respect of such claim; or (b) the Seller shall have agreed that it is liable (in whole or in part), in respect of such claim but the Seller has not on or before the Retention Release Date discharged the amount so due in respect of such claim the Purchaser shall be entitled to deduct and retain the amount so due from and against the amount of the Retention in whole or in partial (as the case may be) satisfaction of the liability of the Seller and any balance of the Retention shall be paid to the Seller subject to paragraph 1.3 (2) below. (2) If by the Retention Release Date a claim in respect of a breach or alleged breach of the Warranties shall have been notified to the Seller but, it shall not have been finally decided and/or the Purchaser and the Seller shall not have agreed whether or not the Seller is liable in whole or in part to the Purchaser in respect of any such claims then the Purchaser shall be entitled to continue to withhold as Retention pending the resolution or settlement of such claim(s) an amount equal to the aggregate amount of all such outstanding claims in which event paragraph 1.3 (3) shall apply but there shall immediately be released to the Seller the balance (if any) of the Retention after such deductions.
Sample 1
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Related to DEALING WITH THE RETENTION

  • Trustee Dealings with the Company Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

  • Dealing with the Company and Others The Holders, without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of any Guarantor hereunder and without the consent of or notice to any Guarantor, may: (a) grant time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person; (b) take or abstain from taking security or collateral from the Company or from perfecting security or collateral from the Company; (c) release, discharge, compromise, realize, enforce or otherwise deal with or do any act or thing in respect of (with or without consideration) any and all collateral, mortgages or other security given by the Company or any third party with respect to the Obligations; (d) accept compromises or arrangements from the Company; (e) apply all monies at any time received from the Company or from any security to such part of the Obligations as the Holders may see fit or change any such application in whole or in part from time to time as the Holders may see fit; and (f) otherwise deal with, or waive or modify their right to deal with, the Company and all other Persons and any security as the Holders or the Trustee may see fit.

  • Relationships with the Company Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

  • Trustee Dealings with the Issuer The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee.

  • Covenant Running with the Land The terms, conditions, rights, obligations, benefits, covenants and restrictions of the provisions of this Agreement shall be deemed covenants running with the land, and shall be binding upon and inure to the benefit of the Owner and its heirs, representatives, successors and assigns. This Agreement shall be deemed to be incorporated into each deed and conveyance of the Property or any portion thereof hereafter made by any other owners of the Property, regardless of whether this Agreement is expressly referenced therein.

  • Trustee Dealings with the Issuers The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee.

  • Relationship with the Lenders (a) The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement. (b) Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formulae).

  • Service with the Company During the Term of this Agreement, Executive agrees to perform such executive employment duties as the Board or the President shall reasonably assign to him from time to time.

  • Covenants Running with the Land All Obligations contained in this Mortgage are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the Land. As used herein, “Mortgagor” shall refer to the party named in the first paragraph of this Mortgage and to any subsequent owner of all or any portion of the Mortgaged Property. All Persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement and the other Loan Documents; provided, however, that no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee.

  • Filings with the NYSE The Company will timely file with the NYSE all material documents and notices required by the NYSE of companies that have or will issue securities that are traded on the NYSE.

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