Other Agreements and Independence of Obligations Sample Clauses

Other Agreements and Independence of Obligations. Nothing in this Agreement shall limit any of the rights or remedies of Acquiror or any of the obligations of the Shareholders under any Affiliate Agreement between Acquiror and any of the Shareholders or under any other agreement. The covenants and obligations of the Shareholders set forth in this Agreement shall be construed as independent of any other agreement or arrangement between any or all of the Shareholders, on the one hand, and the Company or Acquiror, on the other. The existence of any claim or cause of action by any or all of the Shareholders against the Acquiror or the Company shall not constitute a defense to the enforcement of any of such covenants or obligations against any or all of the Shareholders.
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Other Agreements and Independence of Obligations. Nothing in this Agreement shall limit any of the rights or remedies of Acquiror or any of the obligations of Shareholder under any other agreement. The covenants and obligations of Shareholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between the Shareholder, on the one hand, and the Company or Acquiror, on the other. The existence of any claim or cause of action by Shareholder against the Acquiror shall not constitute a defense to the enforcement of any of such covenants or obligations against Shareholder.
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Other Agreements and Independence of Obligations. Nothing in this Voting Agreement shall limit any of the rights or remedies of S Company or any of the obligations of Shareholder under any Affiliate Agreement between S Company and Shareholder or under any other agreement. The covenants and obligations of the Shareholder set forth in this Voting Agreement shall be construed as independent of any other agreement or arrangement between Shareholder, on the one hand, and the Company or S Company, on the other. The existence of any claim or cause of action by Shareholder against the S Company or the Company shall not constitute a defense to the enforcement of any of such covenants or obligations against Shareholder.
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Other Agreements and Independence of Obligations. Nothing in this Agreement shall limit any of the rights or remedies of the parties or any of the obligations of the parties Wynnchurch under any other agreement. Except as expressly provided herein, the covenants and obligations of the parties Wynnchurch set forth in this Agreement shall be construed as independent of any other agreement or arrangement between the parties. The existence of any claim or cause of action by a party against any other party shall not constitute a defense to the enforcement of any of such covenants or obligations against the party having such claim or cause of action .
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Other Agreements and Independence of Obligations. Nothing in this Affiliate Agreement shall limit any of the rights or remedies of S Company or any of the obligations of Shareholder under any other agreement. The covenants and obligations of Shareholder set forth in this Affiliate Agreement shall be construed as independent of any other agreement or arrangement between the Shareholder, on the one hand, and the Company or S Company, on the other. The existence of any claim or cause of action by Shareholder against the S Company shall not constitute a defense to the enforcement of any of such covenants or obligations against Shareholder.
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Other Agreements and Independence of Obligations. Nothing in this Agreement shall limit any of the rights or remedies of Acquiror or any of the obligations of the Stockholders under any other agreement. The covenants and obligations of the Stockholders set forth in this Agreement shall be construed as independent of any other agreement or arrangement between any or all of the Stockholders, on the one hand, and the Company or Acquiror, on the other. The existence of any claim or cause of action by any or all of the Stockholders against the Acquiror or the Company shall not constitute a defense to the enforcement of any of such covenants or obligations against any or all of the Stockholders.
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Other Agreements and Independence of Obligations. Nothing in this Agreement shall limit any of the rights or remedies of Parent or any of the obligations of the Shareholders under any other Contract between Parent and any of the Shareholders. The covenants and obligations of the Shareholders set forth in this Agreement shall be construed as independent of any other Contract between any or all of the Shareholders, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by any or all of the Shareholders against the Parent or the Company shall not constitute a defense to the enforcement of any of such covenants or obligations against any or all of the Shareholders. Nothing in this Voting Agreement shall limit any of the rights or remedies of Parent under the Merger Agreement, or any of the rights or remedies of Parent or any of the obligations of any Shareholder under any agreement between any Shareholder and Parent or any certificate or instrument executed by Shareholder in favor of Parent; and nothing in the Merger Agreement or in any other such agreement, certificate or instrument, shall limit any of the rights or remedies of Parent or any of the obligations of any Shareholder under this Voting Agreement.
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Other Agreements and Independence of Obligations. Nothing in this Nondisclosure and Noncompetition Agreement shall limit any of the rights or remedies of S Company or any of the rights or obligations of Shareholder under the Voting Agreement or the Affiliate Agreement, each dated the date hereof, or under any other agreement. The covenants and obligations of the Shareholder set forth in this Nondisclosure and Noncompetition Agreement shall be construed as independent of any other agreement or arrangement between the Shareholder, on the one hand, and S Company, on the other. The existence of any claim or cause of action that Shareholder or any other person may have against any member of the S Company Group shall not constitute a defense or bar to the enforcement of any of the Covenants or other obligations of Shareholder.
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Other Agreements and Independence of Obligations. Nothing in this Agreement shall limit any of the rights or remedies of Parent or any of the obligations of Holder under any other agreement. The covenants and obligations of Holder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between the Holder, on the one hand, and the Parent, on the other. The existence of any claim or cause of action by Holder against Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Holder.
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Related to Other Agreements and Independence of Obligations

  • Independence of Obligations The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Evidence of Obligations The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

  • Survival of Agreements, Representations and Indemnities The respective indemnities of the Company, the Bank and the Agent and the representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the Company, the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination; (e) Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.

  • Guaranty of Obligations (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of Supplier’s payment obligations under the FSA (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor by Supplier as defined in and in accordance with the FSA), whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA and giving effect to any applicable grace period, and, provided only that the Creditor is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Creditor, all reasonable out-of-pocket costs and expenses incurred by Creditor in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and Creditor’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier set forth in Article 10 of the FSA shall also apply to the liabilities of the Guarantor hereunder.

  • Further Agreements of the Parties Each of the Enterprise Parties covenants and agrees with the Underwriters:

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