Merger; Disposition; Transfer Sample Clauses

Merger; Disposition; Transfer. The Borrower shall not, and shall not agree to: (a) enter into any transaction of merger, consolidation, liquidation, winding up or dissolution; (b) carry out any Disposition of all or any part of in the Project, the Collateral, its business or Properties or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now or hereafter acquired, or any interest in any of the foregoing other than Permitted Dispositions; (c) acquire by purchase or otherwise the business, property or fixed assets of any Person, other than purchases or other acquisitions of inventory, property or materials or spare parts or Capital Expenditures, either (i) in the Ordinary Course of Business in accordance with the applicable Project Plans, or (ii) as required in connection with an Emergency; (d) transfer or release the Collateral, or other similar actions with respect to the Collateral; (e) abandon, or suspend or agree (directly or indirectly) to abandon, or suspend or make any public statements regarding its intention to abandon, or suspend the operation of the Project, or take any action that could be deemed an “abandonment,” or “suspension,” or transfer of the Project to any Person or notify any Major Project Participant of its intent to terminate, or agree (directly or indirectly) to the termination of, any Major Project Document (other than the termination of Site Leases in the Ordinary Course of Business and subject to [*****]) or the operation of the Project; (f) liquidate, wind up, dissolve or share, sell, lease assign, transfer or otherwise dispose of any of its Properties or assets whether now owner or hereafter acquired, other than in the Ordinary Course of Business in accordance with the applicable Project Plans; or (g) become a general or limited partner in any partnership or joint ventures in any joint venture or create and hold stock in any Subsidiary.
Sample 1
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Related to Merger; Disposition; Transfer

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Definitions For purposes of this Agreement:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

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