Overriding Obligations Sample Clauses

Overriding Obligations. The obligations of the parties pursuant to this Agreement shall at all times be subject to the requirements of the Articles and all relevant legal and regulatory requirements and obligations of the parties, including under applicable companies legislation, the AIM Rules and the Market Abuse Regulation. Each party shall act in accordance with such requirements and no party shall be required to take any action in breach of such requirement or obligation.
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Overriding Obligations. 10.1 For the avoidance of doubt, the obligations of the parties pursuant to this Agreement shall at all times be subject to the requirements of the Articles and all relevant legal and regulatory requirements and obligations of the parties in the United Kingdom or elsewhere including the obligations of the parties pursuant to the requirements of the applicable companies legislation, the Listing Rules, the Disclosure and Transparency Rules, the Corporate Governance Code, the FSMA, the Financial Services Act, the FCA and the London Stock Exchange and a DT Representative Director shall at all times be subject to his fiduciary and statutory duties as a director of BT.
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Overriding Obligations. Notwithstanding anything to the contrary, no term of this Agreement or the Schedules hereto shall have the effect of obliging either to breach any legal or regulatory obligation to which such Person may be subject, by virtue of either requiring such Person to act in a particular manner or refrain from doing so.
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Overriding Obligations. 8.1 For the avoidance of doubt, the obligations of each of the parties pursuant to this Deed shall at all times be subject to all relevant legal and regulatory requirements and obligations of the United Kingdom, including, without limitation, the obligations of the parties in the United Kingdom or elsewhere including, without limitation, the requirements of the Disclosure and Transparency Rules, the Listing Rules, the Prospectus Rules, the Companies Law, the Takeover Code, the FCA, the CJA, the FSMA and the London Stock Exchange. Each party shall act in accordance with each of such requirements and obligations applicable to it and no party shall be required to take any action in breach of any such requirement or obligation applicable to it.
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Overriding Obligations. For the avoidance of doubt, the obligations of the Company and the Shareholder Parties pursuant to this Agreement shall at all times be subject to the requirements of the Articles and all relevant legal and regulatory requirements and obligations applicable to the parties in the United Kingdom, on the Nasdaq Capital Market (or other United States national securities exchange on which the Shares are listed, if any) or elsewhere from time to time.
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Overriding Obligations. For the avoidance of doubt, the obligations of the parties pursuant to this Agreement shall at all times be subject to the requirements of the Articles and all relevant legal and regulatory requirements and obligations of the parties in the United Kingdom or elsewhere including the obligations of the parties pursuant to the requirements of the applicable companies legislation, the Listing Rules, the Disclosure and Transparency Rules, the Corporate Governance Code, the FSMA, the Financial Services Act, the FCA and the London Stock Exchange.
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Overriding Obligations. None of the Investors, the Management Holding Companies and the Management Shareholder shall have any obligation to act in accordance with any direction under Section 1 if he/she/it shall be required by any law or regulatory authority including but not limited to the United States Securities and Exchange Commission not to so act, provided that if he/she/it could so act with the consent of or a waiver from any third party then he/she/it shall use his reasonable endeavors to obtain such consent or waiver and, having obtained the same, shall so act.
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Overriding Obligations. Notwithstanding anything to the contrary, no term of this Services Agreement or the Schedules hereto shall have the effect of obliging either Party or any of their respective Subsidiaries to breach any legal or regulatory obligation to which such person may be subject, by virtue of either requiring such person to act in a particular manner or refrain from doing so.
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Overriding Obligations. For the avoidance of doubt, the requirements and obligations of each of the Company and each Controlling Shareholder pursuant to this Agreement shall at all times be subject to all relevant legal and regulatory requirements and obligations of the parties in the United Kingdom or elsewhere including the requirements of the Disclosure Guidance and Transparency Rules, the Companies Act, the Criminal Justice Act 1993, the FSMA, the Market Abuse Regulation, the Financial Services Act, the FCA, the Prudential Regulation Authority, the rules of the London Stock Exchange, the Articles and the Takeover Code, and any Shareholder Director shall at all times be subject to his or her fiduciary and statutory duties as a Director. No party shall be required to take any action in breach of any such requirement or obligation and no Shareholder Director shall be required to take any action in breach of such duties.
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Related to Overriding Obligations

  • Ongoing Obligations I reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Confidentiality and Inventions Assignment Agreement between me and the Company dated _______________, 20__ (the “Confidentiality Agreement ”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain solicitation activities for a twelve (12) month period after my employment ends. I acknowledge that the execution of Exhibit A to the Confidentiality Agreement, entitled “Anthera Pharmaceuticals, Inc. Termination Certification” (the “Certification”), is required by the Confidentiality Agreement and accordingly agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Separation Benefits. I also reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Statement of Company Policy Regarding Xxxxxxx Xxxxxxx and Disclosure of Material Non-Public Information (the “Xxxxxxx Xxxxxxx Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Xxxxxxx Xxxxxxx Policy), if such black-out period was instituted prior to my separation from employment.

  • Closing Obligations At the Closing:

  • Existing Obligations Termination of this Agreement shall not affect any obligations of the Parties under this Agreement prior to the date of termination including, but not limited to, completion of all medical records and cooperation with BCBSM with respect to any actions arising out of this Agreement filed against BCBSM after the effective date of termination. This Agreement shall remain in effect for the resolution of all matters pending on the date of termination. BCBSM's obligation to reimburse Provider for any Covered Services will be limited to those provided through the date of termination.

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Binding Obligations; Perfected Liens (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

  • Valid and Binding Obligations This Agreement, and all agreements and documents executed and delivered pursuant to this Agreement, constitute valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable Bankruptcy Laws and other laws or equitable principles of general application affecting the rights of creditors generally.

  • Parties at Interest The Agreement herein set forth has been and is made solely for the benefit of the Underwriters and the Company and to the extent provided in Section 9 hereof the controlling persons, partners, directors and officers referred to in such Section, and their respective successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from any of the Underwriters) shall acquire or have any right under or by virtue of this Agreement.

  • Payment of Leasehold Obligations Each Borrower shall at all times pay, when and as due, its rental obligations under all leases under which it is a tenant, and shall otherwise comply, in all material respects, with all other terms of such leases and keep them in full force and effect and, at Agent’s request will provide evidence of having done so.

  • Withholding Obligations (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

  • Valid Sale; Binding Obligations This Agreement and Seller’s Related Documents have been duly executed and delivered, shall effect a valid sale, transfer and assignment of the Receivables and the Other Conveyed Property to the Purchaser, enforceable against Seller and creditors of and purchasers from Seller; and this Agreement and Seller’s Related Documents constitute legal, valid and binding obligations of Seller enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

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