OVERRIDING AGREEMENT Sample Clauses

OVERRIDING AGREEMENT. 11 10. COUNTERPARTS..............................................................11 11. GENERAL...................................................................12 12.
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OVERRIDING AGREEMENT. 9.1 The parties agree that this Deed shall be effective and that as between the parties, its provisions shall amend and supplement those in the Transaction Agreement notwithstanding clauses 20(2), 20(3) and 20(5)(d) of the Transaction Agreement. 9.2 The parties agree that nothing in this Deed shall prejudice any rights of the parties to the Transaction Agreement which are not parties to this Deed. 9.3 The parties agree that nothing in this Deed shall (i) increase any Liability any of the parties has incurred or would have incurred under any of the Transaction Agreement, the Related Transaction Agreements, the Tax Deeds or the Settlement Agreement (the "Novated Agreements") over and above the amount of such Liability if the novation of Euroco's rights and obligations under such agreements pursuant to this Agreement had not taken place and New NTL had remained an indirect subsidiary of Euroco or (ii) save to the extent specifically provided by the terms of this Agreement (including, for the avoidance of doubt, the terms of clauses 4 and 5.2 of this Deed), reduce the extent of any party's rights under the Novated Agreements in any manner that would have an adverse effect on such party, it being acknowledged that nothing in this clause 9.3 should prevent in any way the transfer of the rights and obligations of Euroco and NTL Delaware under the Novated Agreements to New NTL.
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OVERRIDING AGREEMENT. In the event that this agreement may be inconsistent with any term, condition, policy or procedure of any registrar, reseller or ANY other entity that makes agreements for the use of domain names in the CD zone, the terms of this agreement shall prevail.
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OVERRIDING AGREEMENT. Opinion Giver and Opinion Recipient may agree upon arbitrary or hypothetical assumptions that may not be true and upon qualifications, standards or interpretations inconsistent with these Interpretive Standards. Any such agreement with respect to such assumptions, qualifications, standards or interpretations, when described with reasonable particularity in the Opinion Letter, will supersede any contrary provision of these Interpretive Standards. ASSUMPTIONS
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OVERRIDING AGREEMENT. Landlord’s agreement to reduce the obligations of Tenant under the Lease as set forth above in this Second Amendment is expressly conditioned upon Landlord receiving and retaining each and every benefit of its bargain under this Second Amendment, expressly including, without limitation, the ability to receive, retain, and apply the Consideration Fee as set forth in Section 5 above. Tenant hereby agrees and acknowledges that without being able to retain the Consideration Fee, Landlord would not agree to the concessions granted to Tenant in this Second Amendment and accordingly, notwithstanding anything to the contrary contained in this Second Amendment, if (i) Tenant, a creditor or shareholder of Tenant, or any other party files a lawsuit, petition, motion, or other similar proceeding (however styled, an “Action”) seeking to, or (ii) any court of competent jurisdiction grants relief in any such Action that does: (A) avoid or set aside any transfer of value by Tenant (or on Tenant’s behalf) to Landlord, including without limitation, the Consideration Fee, or (B) secure any other relief that would have the effect of frustrating the intent of the parties as evidenced by this Second Amendment (any such action, a “Challenge”), then the concessions granted by Landlord herein shall be void ab initio and in such event, this Second Amendment shall be of no force or effect and Landlord shall be entitled to retain and apply the Consideration Fee and any other payments made under the terms of this Second Amendment to Tenant’s obligation to pay Monthly Basic Rental and Tenant’s Proportionate Share of any Direct Costs in the amounts stated in the Lease during the Term (which in such case, shall be expire on January 31, 2016) without regard to this Second Amendment.
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OVERRIDING AGREEMENT. In the event of any conflict between the Articles of Association of the Company and this Agreement, the terms and conditions of this Agreement shall prevail. The parties shall take such steps as may be necessary to amend the Articles of Association of the Company to conform with the terms of this Agreement.
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OVERRIDING AGREEMENT. This Deed overrides any existing agreement between the Debtors and the Subordinated Creditors so far as inconsistent with the terms of it.
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Related to OVERRIDING AGREEMENT

  • Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.

  • Interconnection Agreement Seller shall comply with the terms and conditions of the Interconnection Agreement.

  • SUPERSEDING AGREEMENT All previous agreements or arrangements, if any, made between Maybank and the Cardmember, written or verbal, are hereby cancelled and superseded by this Agreement.

  • Consortium Agreement agreement entered into by and between the Manager and the Contractors, pursuant to Annex X.

  • Agreements to Sell and Purchase and Lock-Up Agreements On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a price per Share of $______ (the "PURCHASE PRICE") the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to _______ Additional Shares from the Company at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof, which date shall be a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Company hereby agrees not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any

  • Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Generator Deactivation Solution, the ISO shall tender to the Developer that proposed the selected transmission Generator Deactivation Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its reliability planning process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Generator Deactivation Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Generator Deactivation Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.

  • Student Agreement It is important that I work to the best of my ability. Therefore, I shall strive to do the following:

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

  • Tax Sharing Agreement TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

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