Notices Binding Sample Clauses

Notices Binding. All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 8 by the Calculation Agent will (in the absence of manifest error) be binding on the Issuer and the Noteholders and (subject as aforesaid) no liability to any such Person will attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions for such purposes.
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Notices Binding. IF A NOTIFIED PARTY ELECTS AS DESCRIBED IN SUBSECTION 5.2 (A), THE INITIATING PARTY SHALL thereupon be conclusively deemed to have made an offer to purchase all the Holdings shares beneficially owned at that time by the Notified party at the Designated Price, and the Notified party shall be conclusively deemed to have accepted such offer. If a Notified Party does not deliver a Responding Notice within 20 Business Days after delivery of the Initiating Notice, the Notified Party shall be deemed to have elected to sell to the Initiating Party all but not less than all the Holdings shares beneficially owned at that time by the Notified Party at the Designated Price, and the Initiating party and the Notified Party shall be bound by the agreement resulting from such DEEMED ELECTION. IF NOTIFIED PARTY ELECTS AS DESCRIBED IN SUBSECTION 5.3 (b), the Notified Party shall thereupon be conclusively deemed to have made an offer to purchase all the Holdings shares beneficially owned at that time by the Initiating Party at the Designated Price, and the Initiating Party shall be conclusively deemed to have accepted such offer.
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Notices Binding. (a) Each Borrower agrees that the Banks shall not have any responsibility to inquire into the apportionment, allocation or disposition of extensions of credit as among the Borrowers. (b) For the purpose of implementing the provisions of this Agreement and each of the Loan Documents, Telephonics hereby irrevocably appoints Griffon as its agent and attorney-in-fact for all purposes of this Agreement and each of the Loan Documents, including the giving and receiving of notices (excluding Borrowing Notices which shall be furnished in accordance with Section 2.2 hereof) and other communications, the execution and delivery of certificates and the receipt and allocation of disbursements. Each Borrower hereby accepts such appointment. Except for Borrowing Notices (which shall be furnished in accordance with Section 2.2 hereof), each Credit Party may regard any notice or other communication pursuant to any Loan Document from any Borrower as a notice or communication from each Borrower and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Griffon on behalf of such Borrower or Borrowers. Each Borrower agrees that (i) each notice, communication, election, representation and warranty, covenant, agreement and undertaking made on its behalf by any other Borrower shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower and (ii) any notice or communication required or permitted to be given to any Borrower hereunder that is given to Griffon shall be deemed for all purposes to have been given to each Borrower and shall be binding upon and enforceable against each such Borrower to the same extent as if the same had been given directly to each such Borrower. (c) Each Borrower hereby waives, with respect to itself and its obligations hereunder, any right (except as shall be required by applicable statute and cannot be waived) to require the Banks to (i) proceed against any other Borrower or any other Person, (ii) proceed against or exhaust any security held from any other Borrower or any other Person or (iii) pursue any other remedy in the Banks' power whatsoever. Each Borrower hereby waives any defense based on or arising out of any defense of any other Borrower or any other Person other than payment in full of the Obligations, including any defense based on or arising...
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Related to Notices Binding

  • Terms Binding By acceptance of this Warrant, the Holder accepts and agrees to be bound by all the terms and conditions of this Warrant.

  • Non-Binding Unless expressly authorised in writing by the Group-Wide Lenders and then on such terms and conditions as the Group-Wide Lenders may require, the Steering Committee shall not negotiate the terms of or enter into any agreement on behalf of the Group-Wide Lenders of any of them. This Clause 19 and Clause 14.4 may be relied upon by any member of the Steering Committee notwithstanding the provisions of Clause 17.11.

  • Entries Binding Entries made in the Loan Account shall constitute presumptive evidence of the information contained therein. If any information contained in the Loan Account is provided to or inspected by any Person, then such information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute.

  • Successors and Assigns; Binding Agreement The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, personal representatives, successors and permitted assigns. This Agreement is a personal contract, and, except as specifically set forth herein, the rights and interests of the Executive herein may not be sold, transferred, assigned, pledged or hypothecated by any party without the prior written consent of the others. As used herein, the term “successor” as it relates to the Company, shall include, but not be limited to, any successor by way of merger, consolidation or sale of all or substantially all of such Person’s assets or equity interests.

  • Successors and Binding Agreement (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

  • Successors; Binding Agreement This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

  • Agreement Binding Upon Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns, executors, trustees or other legal representatives, but the rights and obligations of the parties hereunder may not be Transferred or delegated except as provided in this Agreement and any attempted Transfer or delegation thereof that is not made pursuant to the terms of this Agreement shall be void.

  • Provisions Binding, Etc The obligations of this Lease shall run with the land, and except as herein otherwise provided, the terms hereof shall be binding upon and shall inure to the benefit of the successors and assigns, respectively, of Landlord and Tenant and, if Tenant shall be an individual, upon and to his heirs, executors, administrators, successors and assigns. Each term and each provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition. The reference contained to successors and assigns of Tenant is not intended to constitute a consent to subletting or assignment by Tenant.

  • Assignment; Binding Upon Successors and Assigns No party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

  • Valuations binding Any valuation under Clause 15.2, 15.3 or 15.4 shall be binding and conclusive as regards the Borrowers, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest.

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