Non-Breach of Law Sample Clauses

Non-Breach of Law. (a) No Shareholder shall be required to comply (or will be required to cause the Company to comply) with any provision of this Shareholders’ Agreement to the extent that the undertaking to comply with such provision would be in violation of, or be penalized under, any Law to which such Shareholder or any of its Affiliates (as the case may be) is subject. To the extent that any provision of this Shareholders’ Agreement would, if agreed to by a Shareholder, result in a violation of, or a penalty under, any Law to which such Shareholder or any of its Affiliates (as the case may be) is subject, such provision shall be deemed to be of no force or effect.
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Non-Breach of Law. (a) No Shareholder shall be required to comply (or will be required to cause the Company to comply) with any provision of this Shareholders’ Agreement to the extent that the undertaking to comply with such provision would be in violation of, or be penalized under, any Law to which such Shareholder or any of its Affiliates (as the case may be) is subject. To the extent that any provision of this Shareholders’ Agreement would, if agreed to by a Shareholder, result in a violation of, or a penalty under, any Law to which such Shareholder or any of its Affiliates (as the case may be) is subject, such provision shall be deemed to be of no force or effect. (b) Each Shareholder has the right to cause its Affiliates and the Company, and its and their secondees, employees, contractors, and representatives (in their capacity as such), to cease any activities in connection with the Project or other Company matters to the extent necessary to ensure that neither such Shareholder, nor such Shareholder’s or the Company’s Affiliates, secondees, employees, contractors, and representatives, are in violation of or subject to any penalties under any Law to which such Shareholder, Affiliate, secondee, employee, contractor or representative, or the Company, is subject. The provisions of this Section 15.6(b) prevail over the terms of any Project Agreement to the extent of any inconsistency. (c) Any determination by a Shareholder that a provision or activity would give rise to circumstances (including performance of activities) described in Sections 15.6(a) and (b) above shall be based on a good faith and reasonable interpretation of such Law as applied to - 77 - the relevant facts. As soon as practicable (and in any event within three (3) days) after becoming aware of the occurrence of circumstances (including performance of activities) described under Sections 15.6(a) and / or (b) above, the affected Shareholder shall give Notice to the other Shareholders providing full details of, as applicable: the relevant provision of this Shareholders’ Agreement and / or Project Agreement; other company matter; the relevant Applicable Law; and the effect of such on the Shareholder’s or its Affiliate’s, or the Company’s, ability to perform its obligations or undertake such activities (including under this Shareholders’ Agreement or such other Project Agreement).
Sample 1

Related to Non-Breach of Law

  • Breach of Law Notwithstanding anything to the contrary in the Agreement or the Program, the Employee will not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Program if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Xxx 0000 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits.

  • No breach of laws (a) It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

  • Breach of Contract The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:

  • NO BREACH OF CONTRACT The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements entered into by and between the Executive and any member of the Group pursuant to applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.

  • Breach of Contractual Obligation Any Loan Party or any Subsidiary thereof fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Contract or fails to observe or perform any other agreement or condition relating to any such Material Contract or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the counterparty to such Material Contract to terminate such Material Contract; or

  • Violation of Law No change shall have occurred after the date of this Agreement in any applicable Law that makes it a violation of Law for (a) Owner, any Applicable Pass Through Trustee, Subordination Agent or Mortgagee to execute, deliver and perform the Operative Agreements to which any of them is a party or (b) any Applicable Pass Through Trustee to make the loan contemplated by Section 2.1, to acquire an Equipment Note or to realize the benefits of the security afforded by the Trust Indenture.

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Breach of Provisions In the event that Executive shall breach any of the provisions of this Article V, or in the event that any such breach is threatened by Executive, in addition to and without limiting or waiving any other remedies available to the Company at law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, without the necessity of posting a bond, to restrain any such breach or threatened breach and to enforce the provisions of this Article V. Executive acknowledges and agrees that there is no adequate remedy at law for any such breach or threatened breach and, in the event that any action or proceeding is brought seeking injunctive relief, Executive shall not use as a defense thereto that there is an adequate remedy at law.

  • Breach of Confidentiality Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations hereunder, that any such breach will likely result in irreparable harm, and therefore, that upon any breach or threatened breach of the confidentiality obligations, the Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law. INDEMNIFICATION

  • Breach of Agreements Licensee fails to perform in accordance with any of the material terms and conditions contained herein in any material respect.

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