Fair Agreement Sample Clauses

Fair Agreement. The parties acknowledge that this is a fair Agreement and that it is not the result of any fraud, duress, or undue influence exercised by any one party against another (including by one Claimant against the other Claimant) or by any third party against one of the parties and that each party is acting voluntarily and of his/her/its own free will.
Sample 1
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Fair Agreement. Each of the parties hereby expressly acknowledges and represents that (i) it has not relied upon any representation not expressly set forth herein in entering into this Agreement; (ii) it is entering into this Agreement of its own free will and accord, after consulting with their respective attorneys; (iii) the terms and conditions set forth in this Agreement are fair and represent the parties' business agreement; and (iv) it is freely entering into this Agreement without force, duress or coercion of any nature. Each party participated in the preparation of this Agreement and all other documents in connection herewith, and no party shall be deemed to be the drafter thereof.
Sample 1
Fair Agreement. This Agreement is a fair agreement executed under equal conditions for both Parties. Each of the Parties agrees, represents and warrants to the other Parties that it has carried out a complete review of this Agreement, had the opportunity to review, negotiate and propose modifications to this Agreement, executed this Agreement based on its own assessment and evaluation and with the consent and upon the advice of independent legal counsel. The Parties further agree that the contra proferentem principle for the interpretation of agreements and/or contracts is not and may not be applied to the provisions of this Agreement. Any ambiguity or inconsistency of this Agreement shall be resolved in accordance with the most reasonable interpretation and not strictly in favor of or against any Party to this Agreement based on the fact that such Party was or was not the drafter of such provision of this Agreement or any draft copy thereof. Based on the foregoing, the Parties agree and accept that this Agreement is not an agreement of adhesion under the terms of section 984 of the Argentine Civil and Commercial Code, this being an essential condition for the Parties to enter into this Agreement.
Sample 1
Fair Agreement. The Executive acknowledges that, having had the opportunity to discuss the contents of this Agreement with independent legal counsel, the arrangements described in this Agreement are fair and reasonable and constitute Midway’s and MGC’s sole obligation to provide notice of termination, severance pay or related compensation to the Executive. In particular, neither Midway nor MGC will have any greater obligation than specified in this Part if the Executive becomes disabled or is otherwise unable to work after the date of termination.
Sample 1

Related to Fair Agreement

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreement.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Termination Agreement (1) If the Franchise Agreement shall be terminated due to the expiration, both parties shall sign a Termination Agreement through negotiation completed 180 days prior to the expiration date.

  • Exclusive Agreement; Amendment This Agreement supersedes all prior agreements or understandings among the parties with respect to its subject matter with respect thereto and cannot be changed or terminated orally.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to the Arrangement Agreement.

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