MISCELLANEOUS Further Assurances Sample Clauses

MISCELLANEOUS Further Assurances. 10.1 The Crown and the Governance Entity must, at the request of the other, sign and deliver any further documents or assurances and do all acts and things that the other may reasonably require to give full force and effect to the Deed and this schedule. 10.2 On transfer of the Commercial Redress Properties to the Governance Entity, the provisions of this schedule will not merge and, to the extent any provision has not been fulfilled, will remain in force.
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MISCELLANEOUS Further Assurances. 10.1 The Crown and the Governance Entity must, at the request of the other, sign and deliver any further documents or assurances and do all acts and things that the other may reasonably require to give full force and effect to the Deed and this schedule. 10.2 On transfer of the Commercial Redress Properties to the Governance Entity, the provisions of this schedule will not merge and, to the extent any provision has not been fulfilled, will remain in force. These terms are to be negotiated. The matters that the terms of transfer in the deeds of settlement will provide for in relation to the transfer of Aupouri Crown forest land to the Aupouri Forest entity will be based on, but are not limited to, those set out in this schedule,
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MISCELLANEOUS Further Assurances. From time to time after the Closing Date, at the request of any party hereto and at the expense of the party so requesting, the other parties hereto shall execute and deliver to such requesting party such documents and take such other actions as such requesting party may reasonably request in order to consummate the transactions contemplated hereby. Notices. All notices, requests, demands, waivers and communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered (i) by hand (including by reputable overnight courier), (ii) by mail (certified or registered mail, return receipt requested), or (iii) by electronic mail (subject to non-automated confirmation of receipt): (a) If to Purchaser or, after the Closing, the Companies, to: Xxxxxxx Operating Resources LLC 000 Xxxxxxxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxx Xxxxx, General Counsel Email: xxxxxx@xxxxxxxxxxxxx.xxx with a copy to: Xxxxxxxx Ingersoll & Rooney PC One Oxford Centre 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Xxxx Xxxxx, Esq. Xxxxx X. Xxxxxxxx, Esq. Email: xxxx.xxxxx@xxxx.xxx xxxxx.xxxxxxxx@xxxx.xxx (b) If to Sellers to: Xxxx Oil Company, LLC 0000 Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxxx X. XxXxxxxxx Xxxxxx X. XxXxxxxxx Email: xxxxxxxxxx@xxxxxxx.xxx xxxxxxxxxx@xxxxxxx.xxx Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx, Esq. Xxxxxx Xxxxxxxxxx, Esq. Email: xxxxxxx.xxxxx@xxxx.xxx xxxxxx.xxxxxxxxxx@xxxx.xxx or to such other Person or address as any party shall specify by notice in writing to the other party. All such notices, requests, demands, waivers and communications shall be deemed to have been given (i) on the date on which so hand-delivered, (ii) on the third Business Day following the date on which so mailed, (iii) on the Business Day after being sent by a reputable overnight courier service and (iv) on the date on which e-mailed and confirmed. Exhibits and Schedules. Any matter, information or item disclosed in the Disclosure Schedule (or supplement to the Disclosure Schedule (including the Side Letter) pursuant to Section 5.6(b) and Section 5.6(c)) or other schedules delivered by Sellers or in any of the Exhibits attached hereto, under any specific representation and warranty or schedule number hereof, is incorporated herein and expressly made a part of this Agreement and shall be deemed to have been d...
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MISCELLANEOUS Further Assurances. 13.1 The Crown and the governance entity must, at the request of the other, sign and deliver any further documents or assurances and do all acts and things that the other may reasonably require to give full force and effect to clause 6 of Te Whakatau / deed of settlement and this part 3.5.
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MISCELLANEOUS Further Assurances. 12.1 The Crown and the relevant governance entity must, at the request of the other, sign and deliver any further documents or assurances and do all acts and things that the other may NGATI KUIA TE WHAKATAU I DEED OF SETTLEMENT PROPERTY REDRESS SCHEDULE
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MISCELLANEOUS Further Assurances. Subject to the other terms of this Agreement, the Parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, from time to time, to effectuate the Restructuring in a manner materially consistent with the terms set forth in this Agreement.
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Related to MISCELLANEOUS Further Assurances

  • Miscellaneous Covenants The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks or their representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

  • Miscellaneous Rules 1 The provisions of this Agreement shall not be construed to restrict in any manner any exclusion, exemption, deduction, credit, or other allowances now or hereafter accorded: (a) by the laws of a Contracting State in the determination of the tax imposed by that State; or (b) by any other agreement entered into by a Contracting State.

  • Miscellaneous Provisions The following miscellaneous provisions are a part of this Agreement:

  • Miscellaneous and General Survival.....................................................................49 9.2. Modification or Amendment....................................................50 9.3.

  • Miscellaneous Leave Leave with or without pay may be granted for the following purposes subject to the criteria set out below being met. (a) Where a teacher is prevented from travelling from their home to work because of an emergency situation outside of the control of the teacher (up to seven (7) days leave with pay may be granted) provided that this provision is for emergencies only. Approval shall not be given where the teacher has advance notice or in circumstances where the teacher could be reasonably expected to have foreseen the situation arising. Where practicable the teacher is to inform the school of the reasons for the absence and is required to return to duty as soon as possible. Full details of the case shall be submitted.

  • Miscellaneous Leaves L31.1 Application for Miscellaneous Leave shall be made to the Executive Superintendent of Employee Services or designate. The Teacher shall notify the principal at the time the application is made and whenever possible shall make the application at least five days prior to the day for which the leave is requested.

  • Miscellaneous Matters A number of special points. We have identified each of these as important to ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Miscellaneous Provision It is hereby understood that, to be entitled to the benefits under this Agreement, the MEMBER hereby waives his/her consent to the disclosure and processing of his/her medical/health information which is determinative for the assessment of his/her coverage and necessary for the treatment of his/her illness. MediCard, its Medical Service Units/Teams and its Accredited Hospitals/Clinics are hereby released from any liability by reason of such disclosure.

  • Miscellaneous Amendments Notwithstanding anything contained herein to the contrary, whenever any of the terms “Leased Premises”, “Demised Premises” or “Premises” (and whether or not capitalized) is used herein, it shall be understood to mean the “premises leased hereby”; and whenever the term “Entire Premises” is used herein (and whether or not capitalized), it shall be understood to mean all of the contiguous land and buildings owned by Landlord at this location, which include the premises leased hereby. The term “Non-leased Premises” shall mean the Entire Premises less the Leased Premises.

  • Miscellaneous Requirements A. To comply with Texas Health and Safety Code, §85.113 and §85.115 concerning workplace and confidentiality guidelines for persons with AIDS or HIV. B. To comply with applicable provisions of the Clean Air Act (42 U.S.C. §7401-7671q) and the Federal Water Pollution Control Act (33 U.S.C. §1251-1387), if funding for the Contract exceeds $100,000. C. That in accordance with §2155.4441, Texas Government Code, the Contractor shall, in performing any service under this Contract, purchase products and materials produced in Texas when they are available at a comparable price and in a comparable period to products and materials produced outside of Texas. D. To make a good faith effort to utilize historically underutilized businesses ("HUBs") when subcontracting. Some methods for locating HUBs include using searchable HUB databases at the Texas Comptroller of Public Accounts' website, using websites or other minority/women directory listings maintained by local xxxxxxxx of commerce, advertising subcontract work in local minority publications or contacting HHSC for assistance in locating available HUBs. E. That except as provided in the paragraphs below, the Contractor must not use HHSC's name, the State of Texas or refer to HHSC or the State directly or indirectly in any media release, public announcement, or public disclosure relating to this Contract or its subject matter, including, but not limited to, in any promotional or marketing materials, customer lists or business presentations (other than those submitted to HHSC, an administrative agency of the State of Texas, or a governmental agency or unit of another state or the Federal Government). The Contractor may publish, at its sole expense, results of Contractor performance under this Contract with HHSC's prior review and approval, which HHSC may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from HHSC and any Federal agency, as appropriate. The Contractor will provide HHSC at least 3 copies of such publication prior to public release. The Contractor will provide additional copies at the request of HHSC. The Contractor may include information concerning this Contract's terms, subject matter, and estimated value in any report to a governmental body to which the law requires the Contractor to report such information. The Contractor must not use HHSC’s logo under any circumstances.

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