Parallel agreements Sample Clauses

Parallel agreements. The parties agree to use their influence to ensure that no parallel agreements are concluded within the scope of the agreement.
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Parallel agreements. A separate affiliate of Seller and Purchaser have entered into four additional separate Purchase and Sale Agreements as of the Effective Date (collectively, the "Parallel Agreements" and each, a "Parallel Agreement") relating to the sale of certain real and personal property commonly known as: Regency on the Green, North Richland Hills, Texas ("Green"), Regency by the Vineyard in Euless, Texas ("Vineyard"), Foundations by the Vineyard in Euless, Texas ("Foundation"), and Regency by the Lake in Coppell, Texas ("Lake"). The Parallel Agreements for Green and Lake and this Contract are collectively referenced as the "Tranche A Contracts". The Parallel Agreements for Vineyard and Foundation are collectively referenced as the "Tranche B Contracts" Seller and Purchaser agree as follows with regard to the Parallel Agreements: Purchase and Sale Agreement 15233094_2 2 (a) Notwithstanding anything to the contrary contained in this Contract, Purchaser shall have no right to purchase the Property and Seller shall be under no obligation to sell the Property unless the (i) Closings for all the Tranche A Contracts occurs simultaneously, (ii) if the Closing of the Tranche B Contracts does not occur simultaneously with the Closing of the Tranche A Contract, the Additional Extension Deposit (as defined in each Tranche B Contract) is deposited on or before the Closing of the Tranche A Contracts; it being understood and agreed the foregoing conditions precedent to Closing shall be for the sole benefit of Seller and may be waived or enforced by Seller in its sole and absolute discretion. (b) If any Parallel Agreement is terminated for any reason (other than as may be expressly provided in Section 16 or Section 17(a) of such Parallel Agreement), this Contract shall terminate automatically and neither party shall have any rights or obligations other than those which expressly survive the termination of this Contract. Upon the termination of this Contract due to the termination of any Parallel Agreement, the disposition of the Xxxxxxx Money under this Contract shall be made in the same manner as the disposition under the Parallel Agreement (i.e., if Seller is entitled to the Xxxxxxx Money under the Parallel Agreement, then Seller shall also be entitled to the Xxxxxxx Money under this Contract, and if Purchaser is entitled to the Xxxxxxx Money under the Parallel Agreement, then Purchaser shall also be entitled to the Xxxxxxx Money under this Contract. (c) Any default under any Para...
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Parallel agreements. The parties to the agreement shall use their influence to prevent parallel agreements from being made within the scope of application of this agreement.
Sample 1Sample 2
Parallel agreements. Seller agrees that if any of the Parallel Agreements are terminated by Purchaser pursuant to the "New Survey" provision of the applicable Parallel Amendment (which is the equivalent of Paragraph 8 of this Amendment), Seller shall notify Purchaser ("Parallel Termination Notice") before 11:00 a.m. CDT on August 24, 2015 (which notice may be given by email without the need for confirming overnight messenger) whether or not Seller is electing to terminate this Contract as a result of the termination by Purchaser of any Parallel Agreement. To the extent Seller fails to timely deliver a Parallel Termination Notice, Seller will be deemed to have terminated this Contract.
Sample 1
Parallel agreements. (a) Section 2(a) of the Contract is hereby deleted and replaced in its entirety by the following: (a) Notwithstanding anything to the contrary contained in this Contract, Purchaser shall have no right to purchase the Property and Seller shall be under no obligation to sell the Property unless the (i) the Closings for all the Tranche A Contracts has occurred and fully funded prior to the Closing, or (ii) if the Closing of the Tranche A Contracts has not occurred and fully funded prior to the Closing, the Closing of all of the Parallel Agreements occurs simultaneously with the Closing of this Contract; it being understood and agreed the foregoing conditions precedent to Closing shall be for the sole benefit of Seller and may be waived or enforced by Seller in its sole and absolute discretion.” First Amendment to Purchase and Sale Agreement 1 (b) Seller agrees that if any of the Parallel Agreements are terminated by Purchaser pursuant to the "New Survey" provision of the applicable Parallel Amendment (which is the equivalent of Paragraph 8 of this Amendment), Seller shall notify Purchaser ("Parallel Termination Notice") before 11:00 a.m. CDT on August 24, 2015 (which notice may be given by email without the need for confirming overnight messenger) whether or not Seller is electing to terminate this Contract as a result of the termination by Purchaser of any Parallel Agreement. To the extent Seller fails to timely deliver a Parallel Termination Notice, Seller will be deemed to have terminated this Contract.
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Parallel agreements. The parties agree to ensure that no parallel agreements are concluded within the scope of this collective agreement. Helsinki, 30 March 2020 FINNISH TEXTILE AND FASHION TRADE UNION PRO
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Parallel agreements. The federations agree to use their influence to ensure that no parallel agreements are made within the scope of this agreement.
Sample 1
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Parallel agreements. (a) Section 2(a) of the Contract is hereby deleted and replaced in its entirety by the following: (a) Notwithstanding anything to the contrary contained in this Contract, Purchaser shall have no right to purchase the Property and Seller shall be under no obligation to sell the Property unless (i) the Closing for all the Tranche A Contracts occurs simultaneously, (ii) if the Closing of the Tranche B Contracts does not occur simultaneously with the Closing of the Tranche A Contracts, the Additional Extension Deposit (as defined in each Tranche B Contract) is deposited on or before the Closing of the Tranche A Contracts; it being understood and agreed the foregoing conditions precedent to Closing shall be for the sole benefit of Seller and may be waived or enforced by Seller in its sole and absolute discretion."
Sample 1

Related to Parallel agreements

  • Support Agreements (a) At any meeting of the shareholders of Parent, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6, 2021, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

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