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Parties’ Intentions Sample Clauses

Parties’ Intentions. It is the intention of the parties that the Business be developed so that within 4 years of Completion the entire issued share capital of the Company may be either sold to a third party or all or part of the issued share capital be subject of a Qualified Public Offering (an “Exit”).
Parties’ Intentions. 1.1. The Licensee seeks to take a licence of the Premises for a continuing period as set out in this Agreement and in the definition of Term and NMS has agreed to license the Premises to the Licensee. 1.2. The Licensee will occupy and use the Premises in accordance with this Licence. 1.3. The Licensee will punctually pay all charges and other money payable under this Licence and will fulfil all of its obligations under the Licence. 1.4. The Licensee will pay before an event a higher rate of Fees should the Licensee wish to use the Premises outside of the agreed times. This rate and any other terms and conditions must to be negotiated and agreed in writing with NMS before the relevant event.
Parties’ Intentions. 2.1. As of the Effective Date, Buyer hereby buys and Seller hereby sells the OS, clean and free from any Liens, all in accordance with the terms and conditions set forth in this Agreement. 2.2. The Parties shall cooperate with each other based on trust and diligence and shall assist one another to achieve the goals and targets stipulated in this Agreement.
Parties’ IntentionsThe parties intend that the transfer of the Qualifying Assets sold by Seller to BGSL be an absolute sale and that the agreement to sell such Qualifying Assets at a future date is not a secured borrowing and that until such sale Seller shall be the outright owner of such Qualifying Assets. In the event that the agreements hereunder to purchase the Qualifying Assets at a later date are deemed to be loans, BGSL shall be deemed to have pledged to Seller as security for the performance by BGSL of its obligations hereunder, and shall be deemed to have granted to Seller a security interest in, all of the Qualifying Assets hereunder and all income thereon and other proceeds thereof (prior to the time such assets are sold to BGSL). BGSL authorizes Seller to file any necessary UCC financing statements to ensure that the security interest granted pursuant to this provision will be a perfected first priority security interest (prior to the time such assets are sold to BGSL).
Parties’ Intentions. City and Developer have reached mutual agreement and now desire to voluntarily enter into this Agreement to provide for City’s disposition of the Site to Developer, subject to the terms and conditions set forth herein.
Parties’ Intentions. It shall be the intention of the parties to settle all differences between the Employer and the employees through grievance machinery and arbitration in accordance with the provisions of this agreement.
Parties’ Intentions. 1.1 NMS wishes to licence the Premises to the Licensee and the Licensee wishes to take a licence of the Premises for one Permitted Use and not for a continuing period. 1.2 The Licensee will occupy and use the Premises in accordance with this Licence. 1.3 The Licensee will punctually pay all Fees and other money payable under this Licence.
Parties’ IntentionsSCHEDULE A 1.1 The Licensee seeks to take a licence of the Premises for the Term and NMS has agreed to license the Premises to the Licensee.
Parties’ Intentions. We sincerely intend to resolve the conflicts and issues arising out of the separation through mediation. We intend to attempt to avoid the bitterness and frustration that often occurs during the transition of a relationship by engaging in a process that allows for open communication and joint decision-making. We are choosing mediation with the intent to create an agreement that settles major areas of differences of opinion that include the allocation of property, decisions related to finances and support, and where appropriate, all issues related to the children. We intend for any agreement that we reach shall to be fair and to represent the interests of both of us.

Related to Parties’ Intentions

  • Parties’ Intent The parties intend that the provisions of this Amended Employment Agreement comply with the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (collectively, “Section 409A”) and all provisions of this Amended Employment Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If any provision of this Amended Employment Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it in compliance with Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith.

  • Intention of the Parties The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii).

  • Intent (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (b) It is understood that either party’s right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended. (c) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (d) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

  • Intentions of the Parties 7.1 The intentions of the parties in reaching the Agreement are to:- 7.1.1 provide for an efficient, progressive and prosperous plumbing employer for the benefit of the employer and its employees; 7.1.2 improve job satisfaction and continuity of employment for employees; 7.1.3 create a co-operative and productive employer environment; 7.1.4 maintain a safe working environment; 7.1.5 ensure the integrity of structured training consistent with national competency standards; 7.1.6 The employer, employees and the Union recognise the significance of First Nations People in the State of Victoria. 7.1.7 The parties to this Agreement commit themselves to ensuring that they engage First Nations people and people from culturally and linguistically diverse backgrounds as a priority. This includes the creation and adoption of policies that will provide better employment opportunities for women, mature age, Aboriginal and Xxxxxx Xxxxxx Islander people, returned soldiers and other groups that have previously been excluded from opportunities in the plumbing industry. Commitments 7.1.8 The parties to this Agreement are committed to: 7.1.9 The parties to this agreement also acknowledge that: 7.1.10 To try and reduce the chance of suicide by an employee, the employer agrees to provide training to elected OHS Representatives. 7.1.11 In addition to an OHS Representative, the employer may agree to provide training to an employee or employees that have expressed a desire to be trained in suicide prevention training. 7.1.12 The employer agrees to release those employees referred to in clause 7.1.10 and 7.1.11, to undertake suicide prevention training, without loss of pay. 7.1.13 The training is intended to educate those employees referred to in clause 7.1.10 and 7.1.11 in recognising potentially suicidal behaviour and to give them the simple skills needed to intervene and to keep that employee safe until they can gain professional help. 7.1.14 The training is to be conducted by a training provider which has been agreed by the parties to this Agreement.

  • Intentions It is intended that the procedure provided herein shall facilitate the resolution of any such disputes at the lowest possible level, and the Employer and the Union agree to work together towards this end. Nothing in this article shall be interpreted as preventing or discouraging any employee from discussing any disputed matter in an informed and informal manner with the immediate supervisor or the Employer. Such discussions will not, however, interfere with the right to seek resolution of the dispute through the grievance procedure provided herein.

  • AGREEMENT OF THE PARTIES The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither Executive nor the Company shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

  • Final Agreement of the Parties THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

  • Entire Agreement; Parties in Interest This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including all the exhibits attached hereto, the Schedules, including the Company Disclosure Letter, (a) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement, in accordance with its terms and (b) are not intended to confer, and shall not be construed as conferring, upon any Person other than the parties hereto any rights or remedies hereunder (except that Article VIII is intended to benefit the Indemnified Persons).

  • The Parties (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’) have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

  • Intention of the Parties and Interpretation Each of the parties acknowledges and agrees that the purpose of Article XI of this Agreement is to facilitate compliance by the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB promulgated by the SEC under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and subject to clarification and interpretive advice as may be issued by the staff of the SEC from time to time. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply (to the extent practical from a timing and information systems perspective) with requests made by the Securities Administrator, the Master Servicer or the Depositor for delivery of additional or different information as the Securities Administrator, the Master Servicer or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.