Each Party’s Obligations. The obligations of the Company and each Purchaser to consummate the transactions contemplated to occur at each Closing shall be subject to the satisfaction prior to each Closing of each of the following conditions, each of which may be waived only if it is legally permissible to do so:
Each Party’s Obligations. Each of the Collaborators has identified the following conditions, which must be met by the other Collaborators in order for this Collaboration to be meaningful and productive: The District requires:
a. On-going, candid communication and feedback loops that provide early opportunities to make adjustments where needed.
b. High-quality EOS staff who effectively enable schools to achieve Collaboration Objectives.
c. Integrating services into current District practices such that the Collaboration serves to optimize existing structures and processes.
d. EOS help in building internal capacity and sustainability among the District Office administrators, as well as school leaders and staff to continue improvement efforts beyond the timeframe of the Collaboration. EOS requires:
a. Commitment from the District’s Superintendent and other key District leaders (i.e. Assistant Superintendents and Directors) to provide full executive and implementation support to this Collaboration, including but not limited to: leadership, advocacy, support and accountability for the schools to meet the Objectives, and provision of necessary financial resources.
b. Full and willing participation from all participating school sites in analyzing data and engaging the school staff in finding all Missing Students and fully closing AP/IB participation gaps while raising AP/IB performance.
c. Participation as needed to the District’s data liaison for joint inquiry and analysis.
d. The District’s willing participation in joint research and evaluation efforts for the Collaboration including, but not limited to, maintaining a subscription to the National Student Clearinghouse, which provides each school’s college completion data to the district (by July 1, 2018, at an estimated cost of $450/school/year) for a period until at least December 1, 2029.
Each Party’s Obligations. The obligations of the Company and the Purchaser to consummate the transaction contemplated to occur at the Closing shall be subject to the satisfaction prior to the Closing of the following condition:
Each Party’s Obligations. The following are the respective obligations of each Party to consummate the Acquisition are subject to the satisfaction of the following conditions:
(a) no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Acquisition shall have been issued; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Acquisition which makes the consummation of the Acquisition illegal; and
(b) no proceeding in which Seller or Parent shall be a debtor, defendant or party seeking an order for its own relief or reorganization shall have been brought, be pending or threatened in writing, and not at the direction or influence of Buyer, by or against Seller under any United States or state bankruptcy or insolvency law.
Each Party’s Obligations. Each party hereto shall be responsible for its own access to the Internet (or such other telecommunication network, as necessary) and costs associated therewith
Each Party’s Obligations. The respective obligations of each party hereto to effect the transactions contemplated hereby is subject to the satisfaction or waiver as of the Closing of the following conditions:
(a) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Entity and no other legal restraint or prohibition preventing consummation of any of the transactions contemplated by this Agreement shall be in effect;
(b) The waiting period under the HSR Act, if applicable to the transactions contemplated hereunder, shall have expired or been terminated; and
(c) In all material respects, the parties hereto shall have filed all applications, reports or other documents, given all notices, met all requirements, received all consents and approvals, satisfied any and all conditions of approval and all applicable waiting periods shall have expired in connection with the consummation of the transactions contemplated hereby.
Each Party’s Obligations. Each of Genetronics and VGX shall use its good faith efforts to eliminate any concern on the part of any court or government authority regarding the legality of the proposed transaction, including, if required by federal or state antitrust authorities, promptly taking all steps to secure government antitrust clearance, including, without limitation, cooperating in good faith with any government investigation including the prompt production of documents and information demanded by a second request for documents and of witnesses if requested.
Each Party’s Obligations. Each of Landlord and Tenant shall perform promptly such of its obligations contained in this Work Letter as are to be performed by it. Tenant shall also observe and perform all of its obligations under this Lease from the Term Commencement Date. The parties acknowledge that the Approved Budget, the Approved Plans and the Contractor’s List must be completed and approved not later than April 23, 2007, in order for Landlord’s Work to be Substantially Complete by September 1, 2007. Landlord shall generally hold a weekly construction (or pre-construction, as applicable) meeting beginning promptly after the Execution Date and attended by key personnel (e.g., Landlord representative, Landlord’s architect, contractor, project manager, consultants, etc., as may be appropriate from time to time) to discuss and coordinate matters related to the Tenant Improvements, including, without limitation: the status of the design work and permit applications, the status of the contracting and purchasing, the schedule for the performance of the Tenant Improvements, decisions regarding selection of contractors and vendors, the status of construction, change order requests, construction issues, selection of materials, and Costs incurred and estimated to be incurred compared to the Approved Budget. Tenant is invited and encouraged to attend all of the weekly construction meetings. Landlord shall promptly provide to Tenant on Tenant’s request any information reasonably requested by Tenant concerning the status of construction or any other aspect of the Tenant Improvements including the Costs (defined below). Tenant shall diligently and promptly review all information provided to it concerning the Tenant Improvements, attend meetings as requested by Landlord, and timely respond to Landlord requests, including making itself available to Landlord to discuss construction matters as they arise.
Each Party’s Obligations. Each of Landlord and Tenant shall perform promptly such of its obligations contained in this Work Letter as are to be performed by it. Tenant shall also observe and perform all of its obligations under this Lease from the Term Commencement Date. The parties acknowledge that the Approved Budget, the Approved Plans and the Contractor’s List must be completed and approved not later than September 15, 2006, in order for the Tenant Improvements to be Substantially Complete by November 27, 2006.
Each Party’s Obligations. Each party shall be solely responsible for all investments made or expenses incurred in connection with the establishment or operation of its business. Each party (the "indemnifying party") will indemnify and the other party free and harmless from, and reimburse the other party within thirty (30) days of its incurring, and defend the other party against, any and all claims, liabilities, losses, damages, costs and expenses (including attorneys' fees) arising from in connection with or with respect to: (a) termination of any other agreements as may be entered into by the indemnifying party as a result of the termination or non-renewal of the Agreement; (b) discharge or termination of any personnel employed directly or indirectly by the indemnifying party as a result of the termination or non-renewal of the Agreement; (c) the assessment of any payments, taxes or other charges payable with respect to any personnel of the indemnifying party or any other persons, corporations or other business entities as a result of the termination or non-renewal of the Agreement; (d) any acts or omissions of the indemnifying party or its agents which give rise to claims that such acts or omissions were committed by or on behalf of the other party by the indemnifying party acting in the role of the indemnifying party or otherwise; and (e) acts or omissions by the indemnifying party in violation of the Agreement.
