Dragnet Clause Sample Clauses

Dragnet Clause. Any other debts, liabilities, and taxes incurred by Seller up to the Closing Date; and any employee salaries, employee benefits, and employee-related taxes incurred by Seller up to the Closing Date. Seller promptly must pay, discharge, and perform all Other Liabilities, when and as they become due; provided, however, that Seller may refuse to pay or perform any Other Liabilities that Seller contests in good faith and by proper proceedings diligently pursued to completion; provided Purchaser is indemnified pursuant to Section 5.3.3 below.
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Related to Dragnet Clause

  • CONTRACT CLAUSES SECTION I -

  • Integration Clause Except for documents and instruments specifically referenced herein, this Agreement constitutes the entire agreement between Bank and Borrower regarding the Loan and all prior communications verbal or written between Borrower and Bank shall be of no further effect or evidentiary value.

  • Cooperation Clause (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment.

  • Merger Clause Effective as of the Effective Date, this Agreement contains the complete, full, and exclusive understanding of Executive and the Company as to its subject matter and shall, on such date, and supersede any prior agreement between Executive and the Company regarding severance benefits. Any amendments to this Agreement shall be effective and binding on Executive and the Company only if any such amendments are in writing and signed by both Parties.

  • SIGNATURE CLAUSE This Agreement shall become effective as of the date set forth above when fully executed by both Parties, provided that the payments specified in Section 11 of this Agreement have been received by SCE on or before this date. Payment to SCE must be sent to SCE (at the address set for on page 1 of this Agreement), ATTN: Administrative Assistant for Grid Interconnection and Contract Development. If this Agreement is not signed by Applicant within fifteen (15) calendar days of the Agreement being submitted to Applicant for signature, then SCE’s offer to perform the Study described in this Agreement shall be treated as rejected by Applicant and this Agreement will be of no effect. Southern California Edison Company Coronus Energy Corporation By: Xxxx Xxxxxxxxxx By: Xxxx Xxxxxxx Name: Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxx Title: Manager, Grid Interconnections and Contract Development, Eastern Title: Director & CEO Date: 12/21/2011 Date: 05/03/2012

  • Survival Clause The respective representations, warranties, agreements, covenants, indemnities and other statements of the Issuers, their officers and the Underwriters set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of any Issuer, any of its officers or directors, the Underwriters or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Securities. The respective agreements, covenants, indemnities and other statements set forth in Sections 7, 9, 10, 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

  • Grant Clause (a) It is intended that the conveyance of the Depositor's right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (1) the rights and obligations of the parties shall be established pursuant to the terms of this Agreement; (2) the Depositor hereby grants to the Trustee for the benefit of the Holders of the Certificates a first priority security interest in all of the Depositor's right, title and interest in, to and under, whether now owned or hereafter acquired, the Trust Fund and all proceeds of any and all property constituting the Trust Fund to secure payment of the Certificates; and (3) this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be in respect of a loan and the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person holding any Certificate, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person, and all proceeds shall be distributed as herein provided.

  • Severability Clause In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

  • Priorities Clause In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

  • Saving Clause If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

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