Integral Part of Agreement Sample Clauses

Integral Part of Agreement. The Parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated hereby, that, without these agreements, the Parties would not enter into this Agreement and that any amounts payable pursuant to this Section 8.3 do not constitute a penalty. Accordingly, if any Party fails to promptly pay any amount due pursuant to this Section 8.3, such Party shall also pay any out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by the Party entitled to such payment in connection with a legal action to enforce this Agreement that results in a judgment for such amount against the Party failing to promptly pay such amount. Any amount not paid when due pursuant to this Section 8.3 shall bear interest from the date such amount is due until the date paid at a rate equal to the prime rate as published in The Wall Street Journal, Eastern Edition in effect on the date of such payment.
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Integral Part of Agreement. The Contracting Parties expressly acknowledge that the privacy statements form integral parts of this Agreement and Customer expressly acknowledges that he or she has read and understands the privacy statements.
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Integral Part of Agreement. Each of Harris and Total acknowledge that the agreements contained in this Xxxxxxn 10.5 are an integral part of the transactions contemplated by this Agreement, and that without these agreements neither party would have entered into this Agreement. Each party respectively agrees to pay any costs and expenses of the other, including fees, disbursements and charges of counsel to the other, of enforcing its rights under this Section 10.5 in the event of any failure by the other to honor its obligations hereunder.
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Integral Part of Agreement. The indemnification provisions in this ARTICLE 6 are an integral part of this Agreement and the Merger in the absence of which Parent would not have entered into this Agreement.
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Integral Part of Agreement. Each of Xxxxxx and Total acknowledge that the agreements contained in this Section 10.5 are an integral part of the transactions contemplated by this Agreement, and that without these agreements neither party would have entered into this Agreement. Each party respectively agrees to pay any costs and expenses of the other, including fees, disbursements and charges of counsel to the other, of enforcing its rights under this Section 10.5 in the event of any failure by the other to honor its obligations hereunder.
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Integral Part of Agreement. All relevant documents on the B2B Portal including without limitation any notice issued by the Purchaser via the B2B Portal shall form part of the Agreement and therefore, the Purchaser and the Supplier are required to comply with the requirements set out in those documents.
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Integral Part of Agreement. Acquiror and Target agree that -------------------------- the agreements contained in Section 9.3(c) above are an integral part of the transaction contemplated by this Agreement and constitute liquidated damages and not a penalty and shall represent Acquiror's sole and exclusive remedy and no party hereto shall seek any additional damages or remedies at law or in equity as a result or consequence of any such matter if this Agreement shall be terminated in the circumstances contemplated by such Section 9.3(c). Acceptance by Acquiror of the payment set forth in Section 9.3(c) shall constitute conclusive evidence that this Agreement has been validly terminated and upon acceptance of payment of such amount Target shall be fully released and discharged from any liability or obligation resulting from or under this Agreement.
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Related to Integral Part of Agreement

  • SUPPORT OF AGREEMENT The District and the Association agree that it is to their mutual benefit to encourage the resolution of differences through the meeting and negotiation process. Therefore, it is agreed that the District and the Association will support this Agreement and that the Association, for its term, will not appear before the Governing Board to seek change or improvement in any matter subject to the meeting and negotiation process except by mutual agreement of the District and the Association.

  • Amendment of Agreement This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

  • Second Amendment to Exhibit A to Services Agreement Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following:

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement: (i) This Agreement may only be transferred through a book entry system maintained by Principal Life, or an agent designated by it, within the meaning of Temporary Treasury Regulations Section 5f.103-1(c) and Treasury Regulations Section 1.871-14(c)(1)(i). (ii) The Agreement Holder, and any assignee, must comply with applicable securities laws. (iii) Principal Life has consented in writing to the proposed assignment, such consent not to be unreasonably withheld. (iv) Principal Life shall have received from the proposed assignee a duly executed certificate containing, in substance, the information, representations, warranties, acknowledgments and agreements set forth in this Agreement. Any attempted sale, transfer, anticipation, assignment, hypothecation, or alienation not in accordance with this Section 6 shall be void and of no effect. Until such time, if any, as Principal Life has consented in writing to a proposed assignment, Principal Life shall not be obligated to make any payments to or at the direction of anyone other than the person shown on Principal Life’s books and records as the Agreement Holder. Once the foregoing conditions have been satisfied with respect to an assignment, the assignee or its successor shall be deemed to be the sole Agreement Holder for all purposes of this Agreement and Principal Life shall promptly amend its records to reflect the assignee’s status as Agreement Holder.

  • Amendment or Assignment of Agreement Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

  • Statement of Agreement The parties hereby acknowledge the accuracy of the foregoing Background Information and hereby agree as follows:

  • Effect of Agreement Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.

  • Amendment to Exhibit A to Services Agreement Solely with respect to Accounts that are not investment companies registered under the 1940 Act, the section of Exhibit A to the Services Agreement entitled “Administration and Risk Management” shall be, and hereby is, deleted in its entirety and replaced with the following:

  • Subject of Agreement 1.1. Tour operator provides the Tourist a Tourist product or a Tourist Service for agreed price and Tourist receives the purchased services within the prelimenary agreed dates.

  • Execution and Effect of Agreement Buyer has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance of Buyer’s obligations hereunder have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

Most Referenced Clauses

Most Referenced Definitions