Insofar Sample Clauses

Insofar as the provisions of this Agreement and the provisions of the acts specified in Annex I are identical in substance to corresponding rules of the EC Treaty and to acts adopted pursuant to the EC Treaty, those provisions shall, in their implementation and application, be interpreted in conformity with the relevant rulings and decisions of the Court of Justice and the European Commission given before the date of signature of this Agreement. The rulings and decisions given after the date of signature of this Agreement shall be communicated to the other Contracting Parties. At the request of one of the Contracting Parties, the implications of such later rulings and decisions shall be determined by the Joint Committee in view of ensuring the proper functioning of this Agreement. Existing interpretations shall be communicated to the ECAA Partners prior to the date of signature of this Agreement. Decisions taken by the Joint Committee under this procedure shall be in conformity with the case law of the Court of Justice.
Sample 1Sample 2Sample 3See All (4)
Insofar as Article 9 of the Uniform Commercial Code as in effect in the State of Michigan on the date thereof was applicable (without regard to conflict of laws principles), upon the filing of such Domino’s Pizza Financing Statements with the Filing Office, the secured party named in the Domino’s Financing Statements obtained a perfected security interest in that portion of the assets of Domino’s Pizza that are the subject of such Domino’s Pizza Financing Statements and in which a security interest could be perfected by the filing of a financing statement with the Filing Office Article 9 of the Uniform Commercial Code as in effect in the State of Michigan on the date thereof.
Sample 1Sample 2Sample 3
Insofar as Article 9 of the Michigan UCC is applicable (without regard to conflicts of laws principles), and given the filing of the Domino’s Pizza Financing Statements with the Filing Office, no action with respect to (a) the recording, filing, re-recording and re-filing of the Transaction Document and any other requisite documents with the Filing Office, and (b) the execution and filing with the Filing Office of any financing statement or continuation statement naming Domino’s Pizza as debtor, is currently necessary in the State of Michigan. Capitalized terms used within this Exhibit 2-D shall have the meanings set forth in the respective opinion letters in which they will be delivered.
Sample 1
Insofar as Article 9 of the UCC is applicable (without regard to principles of conflict of laws), and assuming that the security interest created by the Security Agreement in favor of the Indenture Trustee in the Collateral (as defined in the Security Agreement) and the proceeds thereof has been duly created and has attached, then, (A) the Indenture Trustee has a perfected security interest in the Origination Trust's rights in that portion of the Collateral that may be perfected by the filing of a UCC financing statement with the Secretary of State of the State of Delaware, and the proceeds thereof, and (B) such security interest is prior to any other security interest granted by the Origination Trust that is perfected solely by the filing of financing statements under the UCC in the State of Delaware, excluding purchase money security interests under Section 9-103 of the UCC and temporarily perfected security interests in proceeds under Section 9-315 of the UCC.
Sample 1Sample 2
Insofar as the provisions of the agreement referred to in Article 1 Paragraph 1 derogate from existing legal regulations or are in violation thereof, the provisions of this agreement shall prevail. The provisions referred to in this Paragraph have been exhaustively included in the agreement referred to.
Sample 1Sample 2
Insofar as the provisions of the Main Lease do not conflict with the specific provisions of this Sublease, they and each of them are incorporated into this Sublease as if fully completely rewritten herein and shall fix the rights and obligations of the parties hereto with respect to the Subleased Premises with the same effect as if Sublessor and Sublessee were, respectively, the Landlord and Tenant (as such terms are defined in the Main Lease) named in the Main Lease, Sublessee assumes and shall observe all obligations, liabilities, covenants, and undertakings of Sublessor as Tenant (as such term is defined in the Main Lease) under the Main Lease to the extent the same are applicable to the Subleased Premises during the Term, and agrees not to do or permit to be done any act, nor fail to do any action, which shall result in a violation of any of the terms and conditions of said Main Lease. Except as otherwise specifically provided herein, Sublessee is to have the benefit of the covenants and undertakings of Lessor in the Main Lease to the extent the same are applicable to the Subleased Premises during the Term. It is expressly understood and agreed, however, that Sublessor is not in the position to render any of the services or to perform any of the obligations required of Lessor by the terms of this Sublease, and that performance by Sublessor of its obligations hereunder are conditioned upon due performance by Lessor of its corresponding obligations under the Main Lease. It is further understood and agreed, therefore, that notwithstanding anything to the contrary contained in this Sublease, Sublessor shall not be in default under this Sublease for failure to render such services or perform such obligations required by Sublessor by the terms of this Sublease that are the responsibility of the Lessor under the Main Lease, but Sublessor agrees to take prompt and reasonable measures to insure that Lessor performs said obligations. Sublessor shall not be required to (i) provide any of the insurance, services or construction to the Subleased Premises that Lessor may have agreed to provide pursuant to the Main Lease (or as required by law), (ii) provide any utilities (including electricity) to the Subleased Premises that Lessor may have agreed to provide pursuant to the Main Lease (or as required by law); provided, however, that Sublessee may obtain after-hours HVAC services for the price of $30.00/per hour per zone of the Subleased Premises, (iii) make any of the repai...
Sample 1
Insofar as practicable, preference shall be given in order of seniority of the applicants where applications for vacation have been filed on or before January 15th of each year; such preferences shall not be granted where applications have been filed after January 15th. Employees must take their vacation at the time allotted and those who do not apply for it prior to January 15th shall be required to take their vacation at a time prescribed by the Company.
Sample 1
Insofar the lessor shall also be liable for any culpably caused soiling of the parking facility due to a behaviour in breach of the terms of use appyling to the parking facilites. This also includes the depositing of waste in the area of the parking facility. All arising costs plus a flat processing fee shall be charged to the lessee in the amount of € 100.00 In connection with its claims under the rental contract, the lessor is entitled to a right of retention and a statutory right of lien to the vehicle of the lessee. If the lessee defaults on the settlement of the lessor´s claims, the lessor can carry out debt recovery at the earliest two weeks after issuing a warning to that effect. The maximum speed vehicles may be driven is walking pace. Parked vehicles must be carefully locked and secured in the usual manner. The lessor has to follow the instructions of the supervisory staff. Otherwise, the rules of the German Road Traffic Regulation (StVO) shall apply. The following are prohibited in the parking facility: - smoking and the use of fire - parking of vehicles with leaking petrol tanks, oil, draining coolant and air conditioning tanks as well as carburators, and other hazardous damages that may be dangerous for the operation of the parking facility - parking of vehicles that are not officially registered - unauthorized parking of vehicles outside the parking spaces marked for that purpose, e.g. on the roadway, on two parking places, in front of emergency exits, on parking spaces for the disabled, on parking spaces marked as reserved or on hatched areas.
Sample 1
Insofar as Article 9 of the Michigan UCC is applicable (without regard to conflicts of laws principles), and given the filing of the Domino’s Pizza Financing Statements with the Filing Office, no action with respect to (a) the recording, filing, re-recording and re-filing of the Transaction Document and any other requisite documents with the Filing Office, and (b) the execution and filing with the Filing Office of any financing statement or continuation statement naming Domino’s Pizza as debtor, is currently necessary in the State of Michigan. Exhibit 2-D Capitalized terms used within this Exhibit 2-D shall have the meanings set forth in the respective opinion letters in which they will be delivered. Stikeman Elliot LLP Opinions Stikeman Elliot 2018 Opinion 1. Except for the registrations set out in Schedule B attached, no registration in any public office provided for under the laws of the Jurisdictions is necessary in the Jurisdictions as of the date hereof to maintain the perfection of the security interests created by the Guarantor pursuant to the Guarantee and Collateral Agreement. 2. The registrations set out in Schedule B attached have been renewed for a perpetual or infinite period. Consequently, except for the registration of additional financing statements or financing change statements required by reason of a change in the name of (or the adoption of an additional form of name of) the Guarantor, a transfer by the Guarantor of all or any part of the Collateral, the removal of the Collateral from the Jurisdictions, a change in the location of the Guarantor (as determined under the PPSA’s) or a change in the type of organization of the Guarantor, no registrations pursuant to the PPSA’s of the Jurisdictions are required under such PPSA’s of the Jurisdictions as in effect on the date hereof, in order to maintain the effectiveness of such registrations until discharged. Xxxxxxx XxXxxxxx Opinions Xxxxxxx XxXxxxxx 2018 True Sale Opinion 1. Relying solely on the Certificates of Status, each of the Nova Scotia Companies is a subsisting unlimited company under the laws of the Province. 2. Each of the Nova Scotia Companies has the corporate power and capacity to execute and deliver the 2018-1 Transaction Documents to which it is a party and to exercise its rights and perform its obligations under the Transaction Documents to which it is a party. 3. Each of the Nova Scotia Companies has taken all necessary corporate action to authorize the execution and delivery of ...
Sample 1

Related to Insofar

  • Defense and Indemnity The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits.

  • PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.

  • Defense and Indemnification 12.1 Consultant agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the Consultant, its employees, agents, and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

  • Representations and Covenants of Underwriters 4.1 The Underwriters shall offer the Offered Securities for sale to the public, directly and through the Selling Dealer Group only in compliance with applicable Securities Legislation and upon the terms and conditions set forth in the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus, any Prospectus Amendment and U.S. Prospectus Amendment and this Agreement. The Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution (i) in any Qualifying Province where a Preliminary MRRS Decision Document, an Amended and Restated MRRS Decision Document and Final MRRS Decision Document has been obtained from the applicable Securities Commission; and (ii) in the United States, unless, in each case, the Underwriters receive notice to the contrary from the Corporation or the applicable Securities Commission or the SEC. The Underwriters shall use all reasonable efforts to complete and to cause the Selling Dealer Group to complete the distribution of the Offered Securities as soon as possible after the Offering Closing Time, subject to the termination provisions contained herein. 4.2 Except in the Qualifying Provinces and the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Offered Securities or deliver the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus, any Prospectus Amendment or U.S. Prospectus Amendment so as to require registration of the Offered Securities or filing of a prospectus with respect to the Offered Securities under the laws of any jurisdiction, and the Underwriters will require each Selling Dealer Group member to agree to the same. 4.3 The Underwriters shall not make any representations or warranties with respect to the Corporation, the Offered Securities other than as set forth in the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus and any Prospectus Amendment and U.S. Prospectus Amendment. 4.4 The Underwriters will complete and will use their reasonable efforts to cause members of the Selling Dealer Group to complete the distribution of the Offered Securities promptly after the Offering Closing and, with respect to the exercise of the over-allotment option, the Additional Offering Closing Time. 4.5 No Underwriter shall be liable under this paragraph 4 with respect to a default by any of the other Underwriters or by any member of the Selling Dealer Group not appointed by any of the other Underwriters.

  • Nonsurvival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.

  • Indemnification Procedure for Third Party Claims (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

  • Procedure for Third Party Claims The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • Representations, Warranties and Covenants of the Underwriters Each Underwriter acknowledges that the Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and U.S. state securities laws. Accordingly, each Underwriter, severally and not jointly, represents, warrants and covenants to the Corporation that:

  • PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

Most Referenced Clauses

Most Referenced Definitions