No Other Obligations of Dinwiddie or Xxxxxx Sample Clauses

No Other Obligations of Dinwiddie or Xxxxxx. Except for those obligations expressly listed in this Section 7, neither Dinwiddie nor Xxxxxx shall have any other obligations to any Party arising from the transactions contemplated by this Agreement. Furthermore, notwithstanding any provision of this Agreement including, but not limited to this Section 7, neither Dinwiddie nor Xxxxxx shall be liable to perform any action that is not directly related to an item set forth in the funding section of the Coverage, Phasing, and Implementation Plan or owe any monetary damages to any other party for any dispute arising from the relationship between the Parties to this Agreement. For the purposes of clarity, and not in limitation of the foregoing, neither Dinwiddie nor Xxxxxx shall in any way be liable to the Company for failure to meet deadlines in the Coverage, Phasing, and Implementation Plan, and the Company’s sole recourse in the event that Dinwiddie or Xxxxxx is late on a deadline in the Coverage, Phasing, and Implementation Plan shall be that to the extent that any deadline of the Company is dependent on either County timely meeting its obligation under the Coverage, Phasing, and Implementation Plan, that deadline of the Company shall be extended by the same number of days as such County is late on meeting its goal pursuant to the Coverage, Phasing, and Implementation Plan.
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Related to No Other Obligations of Dinwiddie or Xxxxxx

  • Obligations of the Licensee 5.1.1. The Licensee’s Responsibilities and Duties shall include the following, in addition to and without prejudice to other obligations under this Agreement:

  • Obligations of the Consultant A. CONSULTANT shall perform as required by this AGREEMENT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this AGREEMENT.

  • FIRM’S OBLIGATIONS 3.1 Firm shall comply with the Rules and this Agreement at all times and shall timely pay all fees established in accordance with the Rules.

  • Obligations of the Concessionaire 5.1.1 Subject to and on the terms and conditions of this Agreement, the Concessionaire shall, at its own cost and expense, procure finance for and undertake the design, engineering, procurement, construction, operation and maintenance of the Project and observe, fulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder.

  • Obligations of Company In addition to the obligations of the Company set forth in Section 2.1, and in no way in limitation of such obligations, whenever the Company or Pubco is required by the provisions of this Agreement to effect the registration of the Registrable Securities, the Company shall, or shall cause Pubco to: (i) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective during the Effectiveness Period, (ii) comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement for the Effectiveness Period; (iii) furnish to any Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold; (iv) use its best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as the Holders shall reasonably request, maintain any such registration or qualification current for the Effectiveness Period, and take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; (v) take all such other actions either necessary or reasonably desirable to permit the Registrable Securities held by a Holder to be registered and disposed of in accordance with the method of disposition described herein; (vi) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering; (vii) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue for the Effectiveness Period; (viii) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company or Pubco are then listed; (ix) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and (x) use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to Section 3, if such securities are being sold through underwriters, or if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (A) an opinion, dated such date as such registration statement becomes effective, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and to the Holders requesting registration of Registrable Securities and (B) a letter dated such date as such registration statement becomes effective, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to the Holders of a majority of the Registrable Securities being registered, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. Notwithstanding the foregoing, the Company shall not be required to register or to qualify an offering of the Registrable Securities under the laws of a state if as a condition to so doing the Company is required to qualify to do business or to file a general consent to service of process in any such state or jurisdiction, unless the Company is already subject to service in such jurisdiction.

  • OBLIGATIONS OF THE LESSEE A. The Lessee shall keep the premises in a clean, sanitary, neat and presentable condition.

  • Obligations of the Operator 4.1 The Operator expressly warrants and undertakes that it will:

  • Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

  • Obligations of the Contractor (i) Subject to and on the terms and conditions of this Agreement, the Contractor shall undertake the survey, investigation, design, engineering, procurement, construction, and maintenance of the Project Highway and observe, fulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder.

  • Obligations of Provider 3.1 Provider shall submit information to InterWest, upon request, as may be required to support InterWest’s provider credentialing process. Provider warrants and represents that all such information is true, accurate, and complete and shall notify InterWest promptly of any changes.

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