NO CONTRACTUAL BREACH, DEFAULT, LIABILITY, ETC Sample Clauses

NO CONTRACTUAL BREACH, DEFAULT, LIABILITY, ETC. The execution, delivery, and performance of this Plan of Merger by Old Kent, and the consummation of the Merger, do not and will not: (a) AGREEMENTS, ETC. Violate, conflict with, result in a breach of, constitute a default under, require any consent, approval, waiver, extension, amendment, authorization, notice or filing under, or extinguish any material contract right of Old Kent or any of its subsidiaries under any agreement, mortgage, lease, commitment, indenture, other instrument, or obligation to which Old Kent or any of its subsidiaries is a party or by which they are bound or affected, the result of which would have a "Material Adverse Effect" (as defined in Section 9.1 ("MATERIAL ADVERSE EFFECT" DEFINED)) on Old Kent;
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NO CONTRACTUAL BREACH, DEFAULT, LIABILITY, ETC. The exe- cution, delivery, and performance of this Plan of Merger by CFSB, and the consummation of the Merger, do not and will not: (a) AGREEMENTS, ETC. Violate, conflict with, result in a breach of, constitute a default under, require any consent, ap- proval, waiver, extension, amendment, authorization, notice or filing under, or extinguish any material contract right of CFSB or any of CFSB's subsidiaries under any agreement, mortgage, lease, commitment, indenture, other instrument, or obligation to which CFSB or any of CFSB's subsidiaries is a party or by which they are bound or affected, the result of which would have a Material Adverse Effect on CFSB or CFSB's subsidiaries other than those designated in Schedule 4.1.3(a) of the CFSB Disclosure Statement (collectively, the "DESIGNATED CONTRACTS");
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NO CONTRACTUAL BREACH, DEFAULT, LIABILITY, ETC. The execution, delivery, and performance of this Plan of Merger by First Evergreen, and the consummation of the Merger, do not and will not: (a) AGREEMENTS, ETC. Violate, conflict with, result in a breach of, constitute a default under, require any consent, approval, waiver, extension, amendment, authorization, notice or filing under, or extinguish any material contract right of First Evergreen or First Evergreen Bank under any agreement, mortgage, lease, commitment, indenture, other instrument, or obligation to which First Evergreen or First Evergreen Bank is a party or by which they are bound or affected, the result of which would have a Material Adverse Effect on First Evergreen, other than First Evergreen's or First Evergreen Bank's lease agreement with respect to its property located at 0000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxxxxxxx (the "HOSPITAL LEASE"); the Autopay Agreement, dated October 8, 1987, as amended, between First Evergreen Bank and SunGard Trust Systems Inc.; the Custodian Agreement, dated November 7, 1995, as amended, between Bank of New York, First Evergreen Bank, and SunGard Trust Services Inc.; and the Data Processing Services Agreement, dated December 29, 1995, as amended, between M&I Data Services and First Evergreen (collectively, the "DESIGNATED CONTRACTS");
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NO CONTRACTUAL BREACH, DEFAULT, LIABILITY, ETC. The execution, delivery, and performance of this Plan of Merger by Old Kent and MergerSub, and the consummation of the Merger by Old Kent and MergerSub, do not and will not: (a0 AGREEMENTS, ETC. Violate, conflict with, result in a breach of, constitute a default under, require any consent, approval, waiver, extension, amendment, authorization, notice or filing under, or extinguish any material contract right of Old Kent or any of its subsidiaries under any agreement, mortgage, lease, commitment, indenture, other instrument, or obligation to which Old Kent or any of its subsidiaries is a party or by which they are bound or affected, the result of which is reasonably likely to have a "Material Adverse Effect" (as defined in Section 9.1 ("MATERIAL ADVERSE EFFECT" DEFINED)) on Old Kent; (b0 REGULATORY RESTRICTIONS. Violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any memorandum of understanding or similar regulatory consent agreement to which Old Kent is a party or subject, or by which it is bound or affected; or (c0 TORTIOUS INTERFERENCE. Subject Merchants to material liability for tortious interference with contractual rights.
Sample 1
NO CONTRACTUAL BREACH, DEFAULT, LIABILITY, ETC. The execution, delivery, and performance of this Plan of Merger by the Corporation, and the consummation of the Merger, do not and will not: (a) Agreements, Etc. Violate, conflict with, result in a breach of, constitute a default under, require any consent, approval, waiver, extension, amendment, authorization, notice or filing under, or extinguish any material contract right of the Corporation or any of its direct or indirect subsidiaries under any agreement, mortgage, lease, commitment, indenture, other instrument, or obligation to which the Corporation or any of its direct or indirect subsidiaries is a party or by which they are bound or affected: -9- (1) Which is material to the business, income, or financial condition of the Corporation and its direct and indirect subsidiaries, taken as a whole; or (2) The violation or breach of which could prevent the Corporation from consummating the Merger;
Sample 1
NO CONTRACTUAL BREACH, DEFAULT, LIABILITY, ETC. The execution, delivery, and performance of this Plan of Merger by Pinnacle, and the consummation of the Merger, do not and will not: (a) AGREEMENTS, ETC. Violate, conflict with, result in a breach of, constitute a default under, require any consent, approval, waiver, extension, amendment, authorization, notice or filing under, or extinguish any material contract right of Pinnacle or any of Pinnacle's subsidiaries under any agreement, mortgage, lease, commitment, indenture, other instrument, or obligation to which Pinnacle or any of Pinnacle's subsidiaries is a party or by which they are bound or affected, the result of which would have a Material Adverse Effect on Pinnacle or Pinnacle's subsidiaries;
Sample 1
NO CONTRACTUAL BREACH, DEFAULT, LIABILITY, ETC. The execution, delivery, and performance of this Plan of Merger by Merchants, and the consummation of the Merger, do not and will not: (a0 AGREEMENTS, ETC. Violate, conflict with, result in a breach of, constitute a default under, require any consent, approval, waiver, extension, amendment, authorization, notice or filing under, or extinguish any material contract right of Merchants or any of its subsidiaries under any agreement, mortgage, lease, commitment, indenture, other instrument, or obligation to which Merchants or any of its subsidiaries is a party or by which they are bound or affected, the result of which is reasonably likely to have a Material Adverse Effect on Merchants or any of its subsidiaries; (b0 REGULATORY RESTRICTIONS. Violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any memorandum of understanding or similar regulatory consent agreement to which Merchants or any of its subsidiaries is a party or subject, or by which it is bound or affected; or (c0 TORTIOUS INTERFERENCE. Subject Old Kent or its subsidiaries to liability for tortious interference with contractual rights.
Sample 1

Related to NO CONTRACTUAL BREACH, DEFAULT, LIABILITY, ETC

  • Default Liability 11.1 The Parties agree and confirm that, if any Party (the “Defaulting Party”) breaches substantially any of the agreements made under this Agreement, or fails substantially to perform any of the obligations under this Agreement, such a breach shall constitute a default under this Agreement (a “Default”), then the non-defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of the non-defaulting Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the non-defaulting Party shall have the right, at its own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify it fully for the damage; or (2) demand the enforcement of the Defaulting Party’s obligations hereunder and require the Defaulting Party to indemnify it fully for the damage. 11.2 The Parties agree and confirm that under no circumstances shall Party A be able to demand termination of this Agreement for whatever reason. 11.3 The rights and remedy under this Agreement is cumulative, and shall not repel other rights or remedy rendered by laws. 11.4 Notwithstanding any other provisions herein, the validity of this Article 11 shall not be affected by the suspension or termination of this Agreement.

  • Liability for Default 9.1 The Parties agree and acknowledge that if any Party (“Defaulting Party”) materially breaches any provision of this Agreement, or materially fails to perform or delays in performing any obligation under this Agreement, it shall constitute a default under this Agreement (“Default”) and each of the non-defaulting Parties (“Non-defaulting Parties”) shall be entitled to request the Defaulting Party to cure such Default or take remedies within a reasonable time period. If the Defaulting Party fails to cure such Default or take remedies within such reasonable time period or within ten (10) days after the other Party notifies the Defaulting Party in writing and requests it to cure such Default, then: 9.1.1 If any Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request the Defaulting Party to indemnify it for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify it for all the damages; 9.1.2 If the WFOE is the Defaulting Party, the Non-defaulting Parties shall be entitled to request the WFOE to indemnify it for damages, provided that unless otherwise stipulated by laws or this Agreement or agreed by the Parties, the Non-defaulting Parties shall not be entitled to terminate or cancel this Agreement under any circumstances. 9.2 Notwithstanding any other provisions of this Agreement, the validity of this section shall not be affected by the suspension or termination of this Agreement.

  • Material Breach of Contract In the event Contractor fails to deliver the product and services as contracted for herein, to the satisfaction of the City of Sparks or otherwise fails to perform any provisions of this Contract, the City, after providing five (5) days written notice and Contractor’s failure to cure such breach within the time specified in the notice, may without waiving any other remedy, make good the deficiencies and deduct the actual cost of providing alternative products and/or services from payment due the Contractor. Non-performance after the first notice of non-performance shall be considered a material breach of contract.

  • No Conflict, Breach, Violation or Default The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Articles of Incorporation or the Company’s Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investor through the XXXXX system), or (ii)(a) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or any of their respective assets or properties, or (b) any agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary is bound or to which any of their respective assets or properties is subject.

  • Our Liability for Failure to Make Transfers If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

  • Default Liabilities 11.1 The Parties agree and acknowledge that, in the event that a Party (the “Defaulting Party”) substantially violates any of the agreements hereunder or fails to perform any of its obligations hereunder substantially, it shall constitute a default under this Agreement (the “Default”). The non-defaulting party (the “Non-defaulting Party”) shall be entitled to request the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the Default or take remedial measures within a reasonable period or within ten (10) days after a written notice sent by the Non-defaulting Party to the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party A, the Non-defaulting Party shall be entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.

  • Our Liability for Failure to Complete Transactions If we do not properly complete a transaction from your Card on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

  • Limitation of Liability in Event of Breach An Interconnection Party (“Breaching Party”) shall have no liability hereunder to the other Interconnection Parties, and the other Interconnection Parties hereby release the Breaching Party, for all claims or damages that either of them incurs that are associated with any interruption in the availability of the Customer Facility, Interconnection Facilities, Transmission System or Interconnection Service or damages to an Interconnection Party’s facilities, except to the extent such interruption or damage is caused by the Breaching Party’s gross negligence or willful misconduct in the performance of its obligations under this Interconnection Service Agreement (including Appendix 2).

  • Actions in Event of Breach Upon Contractor’s material breach, the Department may:  terminate this contract under Section 17.1 and pursue any of its remedies under this contract, at law, or in equity; or  treat this contract as materially breached and pursue any of its remedies under this contract, at law, or in equity. Upon the Department’s material breach, Contractor may:  terminate this contract under Section 17.2 and pursue any of its remedies under this contract, at law, or in equity; or  treat this contract as materially breached and, except as the remedy is limited in this contract, pursue any of its remedies under this contract, at law, or in equity.

  • No Obligation to Mitigate Damages; No Effect on Other Contractual Rights (a) All compensation and benefits provided to the Executive under this Agreement are in consideration of the Executive’s services rendered to the Company and of the Executive’s adhering to the terms set forth in Section 5 hereof and the Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise. (b) The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish the Executive’s existing rights, or rights which would accrue solely as a result of the passage of time, under any Benefit Plan, Incentive Plan or Securities Plan, employment agreement or other contract, plan or arrangement.