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. 23 13.3. Notices.............................................................................................23 13.4. Amendments..........................................................................................25 13.5. Headings............................................................................................25 13.6. Counterparts........................................................................................25 13.7. Enforceability......................................................................................25 13.8. Successors and Assigns..............................................................................25 13.9. Governing Law.......................................................................................25 THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 31st day of July, 2000, between The Latin America Equity Fund, Inc. (the "Target Fund" or the "Latin America Equity Fund"), a Maryland corporation and a registered investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and The Latin America Investment Fund, Inc. (the "Acquiring Fund" or the "Latin America Investment 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. 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.
8. The AMA Coalition agrees to advocate for the implementation of the Settlement Agreement reforms that the AMA Coalition supports. The AMA further agrees to oppose any attempts to weaken or dilute the Settlement Agreement reforms that the AMA Coalition supports.
9. The Parties acknowledge that the Settlement Agreement does not preclude the City from making additional changes to its policies, training, practices, procedures, and oversight mechanisms of IPR and PPB. The AMA Coalition shall continue to work to improve policy, practices, and accountability within the XXX.
00. The City shall provide the earliest possible and ongoing opportunity for the AMA Coalition to participate in the process the City adopts for selecting candidates for the Compliance Officer and Community Liaison (“COCL”).
11. The Parties agree that the City may adopt a different process than that described in Settlement Agreement Paragraph 145 for selection of the at-large members of the Community Oversight Advisory Board (“COAB”). The alternative process shall be designed to fairly afford an opportunity to all persons who live, work, or are enrolled in school in Portland and over the age of 15 to serve on the COAB. The City shall provide an opportunity for public participation, including AMA Coalition participation, in any alternative process the City adopts. The City shall consult with the Parties prior to the adoption of any alternative process.
12. The City shall give public notice of the public hearings described in Paragraph 146(b) of the Settlement Agreement. The City shall provide such notice at least two weeks prior to each such hearing, thereby affording AMA Coalition and the public at large the opportunity to attend and participate in the hearings.
13. The City agrees to use its best efforts to make the following information available with as much advance notice as possible, with a goal of three weeks, in one location on a City website: meeting times and locations of the Training Advisory Council, the Citizen Review Committee, ...
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. 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.
7. The PPA agrees to withdraw PPA Grievance No. 2012-12 with prejudice, and waives its right to file grievances under its past, current, and future collective bargaining agreement with the City and unfair labor practice complaints under the PECBA regarding the mandatorily negotiable decisions/impacts of actions that the City undertakes to implement the Settlement Agreement which, as of the date of execution of this Agreement, the PPA knew or reasonably should have known would occur, with the limited exception of the provisions discussed in paragraph 9.
8. The PPA retains its right to file grievances under its past, current, and future collective bargaining agreement with the City and unfair labor practice complaints under the PECBA regarding the mandatorily negotiable decisions/impacts of actions that the City undertakes to implement the Settlement Agreement which, as of the date of execution of this Agreement, the PPA did not know and reasonably could not have known would occur.
9. Notwithstanding paragraph 7, the PPA retains its right to file grievances under its past, current, and future collective bargaining agreement with the City and unfair labor practice complaints under the PECBA regarding mandatorily negotiable decisions/impacts of: (i) actions the City undertakes to implement paragraphs 124 and 127 regarding the revision of protocols for compelling statements and obtaining voluntary statements from officers involved in force events; (ii) actions the City undertakes to implement paragraph 128 that are substantially similar to the changes proposed to City Code 3.20.140(I)(2), 3.21.070(P), 3.21.120(C)(2), 3.21.120(D)(3), 3.21.120(D)(4), 3.21.220 by Item#1020 from the October 23, 2013 Portland City Council agenda; and (iii) remedies or modifications of the Settlement Agreement made by the Court to enforce the Settlement Agreement under paragraph 186, unless the remedy is specific performance which requires City action to implement existing terms of the Settlement Agreement (except for paragraphs 124, 127, and 128) that the PPA did not know or reasonable could not have known would occur consistent with paragraph 8. Nothing in this paragraph shall be construed as an admission by the City that the subjects in (i) through (iii) implicate mandatorily negotiable dec...
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 [*****].
