Each of Patriot Sample Clauses

Each of Patriot. Cal Jockey and BMOC shall use its best efforts, and shall take all actions requested of it, to consummate the Offer, provided however, Patriot, Cal Jockey and BMOC shall not be required to waive any conditions to the Offer. Each of Cal Jockey and BMOC shall use its best efforts to cause the Offer Documents to be timely mailed to their stockholders.
Sample 1Sample 2
AutoNDA by SimpleDocs
Each of Patriot. Wyndham and Interstate shall, and shall use its best efforts to cause its officers, employees, agents, consultants, advisors and Affiliates to, hold in strict confidence and not disclose confidential information concerning the other party to another person, and to not use any such confidential information, except as provided herein or unless compelled to disclose such information by judicial or administrative process or, in the opinion of counsel, by other requirements of law.
Sample 1Sample 2
Each of Patriot. Cal Jockey and BMOC shall ------------------- cooperate and promptly prepare and submit to the New York Stock Exchange (the "NYSE") all reports, applications and other documents that may be necessary or ------ desirable to enable all of the shares of Cal Jockey Stock and BMOC Stock that will be outstanding or will be reserved for issuance at the Effective Time to be listed for trading on the NYSE. Each of Patriot, Cal Jockey and BMOC shall furnish all information about itself and its business and operation and all necessary financial information to the other as the other may reasonably request in connection with the such NYSE listing process. Each of Cal Jockey, BMOC and Patriot agrees promptly to correct any information provided by it for use in the NYSE listing process if and to the extent that such information shall have become false or misleading in any material respect. Each of Patriot, Cal Jockey and BMOC will advise and deliver copies (if any) to the other parties, promptly after it receives notice thereof, of any request by the NYSE for amendment of any submitted materials or comments thereon and responses thereto or requests by the NYSE for additional information.
Sample 1
Each of Patriot. Wyndham and Interstate will execute and deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this
Sample 1
Each of Patriot. Wyndham and Interstate will execute and deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Distribution Date, at the request of Interstate and without the payment of any further consideration, Patriot/Wyndham will execute and deliver to Interstate or the LLC all other instruments of transfer, conveyance, assignment and confirmation and take such other action as Interstate may reasonably request in order to more effectively transfer, convey and assign to Interstate or the LLC and to confirm Interstate's or the LLC's title to all of the Contributed Assets, to put Interstate or the LLC in actual possession and operating control thereof and to permit Interstate or the LLC to exercise all rights with respect thereto (including without limitation rights under contracts and other arrangements as to which the consent of any required third party to the transfer thereof shall not have previously been obtained) and Interstate and the LLC will execute and deliver to Patriot/Wyndham all instruments, undertakings or other documents and take such other action as Patriot/Wyndham may reasonably request in order to have Interstate or the LLC fully assume and discharge the Assumed Liabilities and relieve Patriot/Wyndham of any Liability or obligations with respect thereto and evidence the same to third parties. The transfers, conveyances and assignments made, if any, pursuant to this Section 6.3 shall be structured and effected consistent with the Restructuring Transactions and the parties hereto will cooperate with each other in executing documentation to effect the foregoing. Notwithstanding the foregoing, Patriot/Wyndham, Interstate and the LLC shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of-pocket expenses and attorneys' fees.
Sample 1

Related to Each of Patriot

  • Breach of this Agreement If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 7, 8 or 9 of this Agreement, then the Company shall have the right and remedy to have those provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by the Executive that the rights and privileges of the Company granted in Sections 7, 8 and 9 are of a special, unique and extraordinary character and any such breach or threatened breach will cause great and irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Breach of Representations, Etc Any representation, warranty or certification made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

  • Breach of Obligations The Parties acknowledge that a breach of any of the obligations contained herein would result in injuries. The Parties further acknowledge that the amount of the liquidated damages or the method of calculating the liquidated damages specified in this Agreement is a genuine and reasonable pre-estimate of the damages that may be suffered by the non-defaulting party in each case specified under this Agreement.

  • Breach of Representation Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

  • Breach of the Agreement The Beneficiary commits a material breach of its obligations under this Agreement;

  • FALSE STATEMENTS; BREACH OF REPRESENTATIONS The Parties acknowledge that this Agreement has been negotiated, and is being executed, in reliance upon the information contained in the Application, and any supplements or amendments thereto, without which the Comptroller would not have approved this Agreement and the District would not have executed this Agreement. By signature to this Agreement, the Applicant: A. represents and warrants that all information, facts, and representations contained in the Application are true and correct to the best of its knowledge; B. agrees and acknowledges that the Application and all related attachments and schedules are included by reference in this Agreement as if fully set forth herein; and C. acknowledges that if the Applicant submitted its Application with a false statement, signs this Agreement with a false statement, or submits a report with a false statement, or it is subsequently determined that the Applicant has violated any of the representations, warranties, guarantees, certifications, or affirmations included in the Application or this Agreement, the Applicant shall have materially breached this Agreement and the Agreement shall be invalid and void except for the enforcement of the provisions required by Section 9.2 of this Agreement.

  • Liability for Failure to Stop Payment of Preauthorized Transfer If you order us to stop one of these payments 3 business days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages.

  • Breach of Covenant The Borrower breaches any material covenant or other term or condition of this Note or the Purchase Agreement in any material respect and such breach, if subject to cure, continues for a period of thirty (30) days after the occurrence thereof.

  • Liability for Failure to Stop Payment of Preauthorized Transfers If you order us to stop payment of a preauthorized transfer three (3) business days or more before the transfer is scheduled and we do not do so, we will be liable for your losses or damages.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!