Impediments Clause Samples

Impediments. The Contractor shall notify the Authority as soon as they become aware of any circumstance which will impact on their ability to deliver any of the requirements or meet any of the stated timescales. Requirements to be delivered in accordance with this contract and, where it does not conflict with this contract, in line with proposal included in tender. A date for delivery of goods or completion of each service will be stated in the contract or agreed between the Authority and the Contractor. Where this is not met by the Contractor, goods are not delivered or services are not completed, until after any stated or agreed date (unless the Authority accepts that circumstances were outside of the control of the Contractor), the Authority reserves the right to deduct 10% of the payment due for those services for each week or portion of a week that passes before the services are completed. Where the Contractor is required to provide information, reports or attend meetings in order to support delivery and management of the contract but does not meet those requirements by any required dates (unless the Authority accepts that circumstances were outside of the control of the Contractor), the Authority reserves the right to deduct 5% of the next payment that becomes due for each week or portion of a week that passes before the supplier meets those requirements. If, at any time, any of the goods or services provided under the Contract do not meet the required delivery timescales, standards or quality, then the Authority will not be obligated to buy any more goods or services unless it is satisfied that the required timescale, standard or quality will be met. Where these are not met on multiple occasions the Authority shall be entitled to terminate the contract as Material Breach. Where the Contractor is unable to provide the required goods/services within the timescales required, the Authority shall be entitled to procure those goods/services from other providers, including the cancellation of any orders that have been made with no costs incurred by the Authority. If the Authority is able to procure goods/services, which are similar to those listed in this contract, at significantly lower prices than those listed in this contract then the Authority shall be entitled to ask the Contractor to provide a reduced price and/or shall be entitled to procure those goods/services from other providers. If, in order to deliver the goods/services, the Contractor sources anything thr...

Impediments. SISW will not be obligated to perform under this Agreement if such performance is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions including, but not limited to, embargoes or other sanctions imposed by the United Nations, the European Union, or the United States.

Impediments. The parties respectively represent and warrant that they have the final right, power and authority to enter into this Agreement and to perform all obligations, that they are under no legal impediment which would prevent their entering into and performing this Agreement, and that they are financially capable of performing their obligations.

Impediments. No Party shall enter into any agreement or arrangement with any Person that would prohibit, restrict, or otherwise impair the exercise of any rights or performance of any obligations of the Company or any Investor Party under this Agreement. In particular, the Investor Parties shall not enter into any agreement or arrangement whereby a third party would act upon an Investor Party’s influence or instructions and take any action which is inconsistent with the terms of this Agreement.

Impediments. If any of ▇▇▇▇▇▇’▇ services require the removal of architectural or other barriers, lifts or special hoisting equipment, or if ▇▇▇▇▇▇ is unable to use reasonably proximate elevators and/or escalators, etc., ▇▇▇▇▇▇ shall invoice CLIENT for all additional costs incurred by ▇▇▇▇▇▇, unless specifically set forth to the contrary in this Agreement.

Impediments. Notwithstanding anything to the contrary contained in this Agreement, neither any Buyer Party nor any of their respective Affiliates shall be required to or agree to, and without the prior written consent of Parent, the Company and its Subsidiaries shall not, (i) offer, negotiate, commit to or effect the sale, divestiture, license or other disposition, by consent decree, hold separate or otherwise, of any of the assets, properties or businesses of the Buyer Parties (or their Affiliates) or any assets, properties or businesses of the Company Group, (ii) terminate, modify, or assign any existing relationships, joint ventures, Contracts, or obligations of any of the Buyer Parties or any of their respective Affiliates or of the Company Group, (iii) modify any course of conduct regarding future operations of any of the Buyer Parties or any of their respective Affiliates, or of the Company Group, (iv) undertake or agree to any requirement or obligation to provide prior notice to, or obtain prior approval from, any Governmental Authority with respect to any transaction or (v) offer, negotiate or commit to any other restrictions on the activities of any of the Buyer Parties or any of their respective Affiliates or of the Company Group, including the freedom of action of any of the Buyer Parties or any of their respective Affiliates or of the Company Group with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement. Subject to and without limiting this Section 6.2(b), the Company shall, and shall cause its Affiliates and Representatives to, reasonably cooperate, with Parent and its Affiliates on any sale, divestiture, license, hold separate, or other action undertaken or proposed to be undertaken by the Buyer Parties which the Buyer Parties reasonably conclude, in good faith, may be necessary to consummate and make effective the Merger; provided, however, that neither Parent, nor Merger Sub, the Company nor their respective Subsidiaries shall have an obligation to offer, negotiate, commit to or effect any of the foregoing actions, if such action is not conditioned on the closing of the Merger.

Impediments. Other than in connection with or in compliance with the provisions of Securities Laws and the rules of The Toronto Stock Exchange and the American Stock Exchange and the receipt of the applicable approvals under the Competition Act, (i) there are no legal restrictions to the consummation by Acquiror and Canco of the transactions contemplated by this Agreement or the performance by each of Acquiror and Canco of its obligations hereunder and (ii) no filing or registration by Acquiror or Canco with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary in connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or such authorizations, consents or approvals, which, if not received, would not have a Material Adverse Effect in respect of Acquiror.

Impediments. In addition to the impediments provided for in the Brazilian Rules and legislation, no arbitrator designated in accordance with this arbitration clause may be an official, representative or former employee of either Party.

Impediments. Other than in connection with or in compliance with the provisions of Securities Laws and the rules of the Exchange and the receipt of the applicable approvals under the Competition Act, if any, the Investment Canada Act, if any, and the HSR Act, (i) there is no legal restriction to the consummation by the Corporation or, to the best of the knowledge of the Corporation, by Acquiror of the transactions contemplated by this Agreement or the performance by the Corporation of its obligations hereunder and (ii) no filing or registration by the Corporation with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary in connection with the consummation of the transactions contemplated hereby, except for such filings or registrations which, if not made, or such authorizations, consents or approvals, which, if not received, would not have a Material Adverse Effect.