Obligation of Xxxxxxx to Implement Changes Sample Clauses

Obligation of Xxxxxxx to Implement Changes. Xxxxxxx shall implement or permit SV Partner to implement the changes requested by SV Partner in an SV Partner Terms Change Request if:
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Obligation of Xxxxxxx to Implement Changes. Xxxxxxx shall implement or permit SV Partner to implement the changes requested by SV Partner in an SV Partner Terms Change Request if: (1) Xxxxxxx responds in writing to SV Partner that it approves or does not object to the changes proposed in such SV Partner Terms Change Request; (2) Within ten (10) Business Days after receiving such SV Partner Terms Change Request: (x) Xxxxxxx fails to notify SV Partner, pursuant to Section 3.3a.i, that it believes effecting the changes described in such SV Partner Terms Change Request would result in the violation of Applicable - 14 - <PAGE> Law; or (y) Xxxxxxx fails to present to SV Partner, pursuant to Section 3.3a.ii, a draft of a request for Governmental Authority guidance in connection with such SV Partner Terms Change Request; (3) Within five (5) Business Days after the receipt of an opinion of counsel, pursuant to Section 3.3a.i, substantially to the effect that the changes described in such SV Partner Terms Change Request would not result in any violation of Applicable Law, Xxxxxxx fails to present to SV Partner, pursuant to Section 3.3a.ii, a draft of a request for Governmental Authority guidance; or (4) In response to a request for Governmental Authority guidance submitted pursuant to Section 3.3a.ii, Xxxxxxx receives written notification from each Governmental Authority to which such request was submitted that such Governmental Authority does not disagree in substance with the proposed changes described in such SV Partner Terms Change Request. For the avoidance of doubt, Xxxxxxx acknowledges and agrees that if Xxxxxxx exercises its rights under Section 3.3a.ii in response to any SV Partner Terms Change Request, Xxxxxxx shall not be entitled to subsequently exercise its rights under Section 3.3a.i in connection with such SV Partner Terms Change Request. An SV Partner Terms Change Request that is the subject of any of the circumstances described in this Section 3.3a.iii is referred to herein as an "APPROVED SV PARTNER TERMS CHANGE REQUEST." iv. SV PARTNER'S REMEDY FOR BREACH BY XXXXXXX OF SECTION 3.
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Related to Obligation of Xxxxxxx to Implement Changes

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Compliance with Xxxxxxxx-Xxxxx Act The Company will comply with all applicable securities and other laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act, and use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Xxxxxxxx-Xxxxx Act.

  • Conditions to Obligation of Each Party to Effect the Merger The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Compliance with Xxxxxxxx-Xxxxx The Company and its subsidiaries and their respective officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

  • Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties (a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, or any member of the Board of Directors, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner and the Board of Directors may but shall not be required in connection with the resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner or the Board of Directors, as the case may be, may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is sought, then, notwithstanding any other provision of this Agreement or law that would otherwise apply, (x) the Conflicts Committee will be authorized in connection with its determination of whether to provide Special Approval to consider any and all factors as it determines to be relevant or appropriate under the circumstances and (y) it will be presumed that, in making its decision, the Conflicts Committee acted in good faith, and if Special Approval is not sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision the Board of Directors, acted in good faith, and, in either case, in any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partner or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall not constitute a breach of this Agreement or of any duty hereunder or existing at law, in equity or otherwise.

  • Severability of Covenants/Blue Pencilling If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the Restrictive Covenants, or any part thereof, are unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. Executive hereby waives any and all right to attack the validity of the Restrictive Covenants on the grounds of the breadth of their geographic scope or the length of their term.

  • Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures (a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Auction Agent for the purpose of determining the Applicable Rate for the of APS, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction."

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