Material Provisions. All covenants, agreements, representations and warranties made under this Agreement and any certificates delivered pursuant to this Agreement shall be deemed to have been material and relied upon by each of the parties, notwithstanding any investigation made by them or on their behalf.
Material Provisions. The parties agree that each provision of this Agreement is a material provision and that failure of any party to perform any one provision hereof shall be the basis for voiding the entire Agreement at the option of the other party, or for pursuing an action at law for such breach. Any party may waive or excuse the failure of the other party to perform any provision of this Agreement; provided, however, that any such waivers shall not preclude the enforcement of this Agreement upon any subsequent breach, whether or not similar in character to any waived breach.
Material Provisions. Either Party may terminate this Agreement upon ninety {90) Days written notice to the other for failure to comply with any material provision of this Agreement, unless the failure will have been cured or the Party in breach has substantially effected all acts required to cure the failure prior to such ninety (90) Days.
Material Provisions. The Parties agree and stipulate that each and every recital contained in the preamble and every term and condition contained in this Agreement is material, and that each and every recital, term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement.
Material Provisions. 7. The AMA Coalition recognizes the Settlement Agreement presents an opportunity for systemic change within the PPB. The AMA Coalition will not object to the acceptance of the Settlement Agreement by the Court. However, the AMA Coalition and its members may still offer comment to the Court at a hearing on consideration of the Settlement Agreement, including any specific requests to strengthen or broaden the scope of the terms of the Settlement Agreement.
Material Provisions. Without limiting the provisions of Paragraph 16.1 above and excluding any other remedies provided elsewhere in this Agreement, either party may cancel this Agreement upon sixty (60) calendar days written notice to the other for failure to comply with any material provision of this Agreement, unless the failure shall have been cured or the party in breach has substantially effected all acts required to cure the failure prior to such ninety (690) calendar days.
Material Provisions. 24 13.3. Notices.....................................................................24 13.4. Amendments..................................................................26 13.5. Headings....................................................................26 13.6. Counterparts................................................................26 13.7. Enforceability..............................................................26 13.8. Successors and Assigns......................................................26 13.9. Governing Law...............................................................26 THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 31st day of July, 2000, between The Emerging Markets Telecommunications Fund, Inc. (the "Target Fund" or the "Emerging Markets Telecommunications Fund"), a Maryland corporation and a registered investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and The Emerging Markets Infrastructure Fund, Inc. (the "Acquiring Fund" or the "Emerging Markets Infrastructure Fund"), a Maryland corporation and a registered investment company under the 1940 Act. This agreement contemplates a tax-free merger transaction which qualifies for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code").
Material Provisions. 6. The PPA hereby withdraws its objections to the entry of the Settlement Agreement. The PPA agrees to file any necessary documentation or paperwork with the Court to effectuate its withdrawal.
Material Provisions. Seller hereby specifically acknowledges and agrees that the restrictive covenants set forth herein are material provisions relied upon by Buyer in entering into this Agreement. Seller further acknowledges that he has been advised by Buyer to review this Agreement with its counsel, and that Seller has satisfied itself that the restrictive covenants set forth in this Agreement are reasonable in all respects and that such respective covenants are valid and enforceable obligations of Seller.
Material Provisions. Either Party may terminate this Agreement upon [***] written notice to the other for failure to comply with any material provision of this Agreement, unless the failure will have been cured or the Party in breach has substantially effected all acts required to cure the failure prior to such [***].
