Disallow (i Sample Clauses

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Disallow (i e. deny both use of funds and any applicable matching credit for) all or part of the cost ofthe activity or action not in compliance.

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Related to Disallow (i

• WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

• Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

• Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

• Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

• Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

• Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

• NOW, THEREFORE the parties hereto agree as follows:

• IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

• Definitions For purposes of this Agreement:

• Termination This Agreement may be terminated at any time prior to the Closing: