Scheduled Matters Sample Clauses

Scheduled Matters. ‌‌ Buyer acknowledges that: (a) the inclusion of any matter on any Schedule is not an admission by Seller that such listed matter is material or that such listed matter has or could have a material adverse effect or constitutes a material liability with respect to the Acquired Assets; (b) matters reflected in the Schedules are not necessarily limited to matters required by this Agreement to be reflected in such Schedules; and (c) such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature.
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Scheduled Matters. In the event that the Sellers have not competed all of the work set forth on Schedules 12.1(i) and 12.1(l) with respect to the alleged defaults and violations set forth on such Schedules (the “Scheduled Matters Work”), then, at Purchaser’s election, (a) Purchaser shall receive a credit at Closing for the reasonable costs of completing the Scheduled Matters Work or (b) Seller shall be obligated to complete the Scheduled Matters Work within a reasonable period after the Closing at Seller’s cost and expense, in which event Purchaser shall agree to reasonably cooperate with Seller in order to facilitate the completion of such Scheduled Matters Work.
Sample 1
Scheduled Matters. Notwithstanding anything in the Agreement to the contrary, (i) the Maximum Liability shall not be limited to the amount of damages that Buyer may recover from Seller pursuant to Sellers indemnification obligation with respect to the ADA Litigation and (ii) Seller indemnification obligation with respect to the ADA Litigation shall not be subject to the limitation contained in the last sentence of Section 5.4.2
Sample 1
Scheduled Matters. Any demand, claim, or action by a party ----------------- described in Schedule 9.1.2, any affiliate or licensee of such a party, or any -------------- other Person claiming rights under the subject property arising from matters disclosed in Schedule 9.1.2; --------------
Sample 1
Scheduled Matters. Notwithstanding anything in this Agreement to the contrary, in no event shall the exercise by the applicable counterparty of any right arising under any of the Contracts set forth on Section 9.15(a)(vi)(J) of the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or the failure to obtain the consent of any such counterparty required to be obtained under any such Contract constitute a breach by the Company or any of its Subsidiaries of any representation, warranty covenant or other agreement contained in this Agreement, result in the failure of any Offer Condition or condition set forth in Article VII or give rise to any right of termination under Article VIII. Index of Defined Terms Term Section Acceptable Confidentiality Agreement Section 6.3(c) Acceptance Time Section 1.1(d) Agreement Preamble Alternative Cash Consideration Section 1.1(a) Alternative Stock Consideration Section 1.1(a) Appraisal Provisions Section 3.1(c) Arrangements Section 6.13 associates Section 4.20(a)(ii) Book-Entry Shares Section 3.1(a) Business Associate Contracts Section 4.21(b) Cancelled Shares Section 3.1(a)(ii) Cash Consideration Section 1.1(a) Certificate Section 3.1(a) Certificates of Merger Section 2.3 Closing Section 2.2 Closing Date Section 2.2 Code Recitals Collective Bargaining Agreement Section 4.15(a) Company Preamble Company 401(k) Plan Section 6.4(d) Company Acquisition Agreement Section 6.3(e) Company Adverse Recommendation Change Section 6.3(e) Company Approvals Section 4.3(d) Company Board of Directors Recitals Company Bylaws Section 4.1(b) Company Certificate Section 4.1(b) Company Common Stock Recitals Company Disclosure Schedule Article IV Company Financial Statements Section 4.4(b) Company Indemnified Parties Section 6.8(a) Company Material Contracts Section 4.20(a) Company Option Section 3.3(a) Company Performance Share Award Section 3.3(c) Company Permits Section 4.7(b) Company Preferred Stock Section 4.2(a) Company Recommendation Recitals Company RSU Award Section 3.3(b)(i) Company SEC Documents Section 4.4(a) Company Stock Awards Section 3.3(d) Company Takeover Transaction Section 8.3(a)(iii) Compensation Committee Section 6.13 Confidentiality Agreement Section 6.2(c) Continuing Employees Section 6.4(b) D&O Insurance Section 6.8(c) Delaware Secretary Section 2.3 DGCL Recitals Dissenting Shares Section 3.1(c) Dissenting Stockholder Section 3.1(c) DLLCA Recitals Effect Section 9.15(a)(vii) End Date Section 8.1(c) E...
Sample 1

Related to Scheduled Matters

  • Reserved Matters In these Conditions, “

  • Disclosed Matters Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

  • FCC Matters Except for the filing of tariffs with the FCC, ----------- each Loan Party has duly and timely filed all filings which are required to be filed by it under the Communications Act, the failure to file which could reasonably be expected to have a Material Adverse Effect and is in all material respects in compliance with the Communications Act, including the rules and regulations of the FCC applicable to it, the failure to be in compliance with which could reasonably be expected to have a Material Adverse Effect. No failure to pay any Indebtedness owing to the FCC in respect of any C-Block FCC License has occurred, except in accordance with the orders, rules and regulations of the FCC.

  • Section 16 Matters Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

  • Transitional Matters (a) From and after Closing, Sellers shall retain full right and authority to use, enforce, pursue remedies and take actions with respect to any of the Excluded Assets.

  • Board Matters Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Routine Matters Custodian will, in general, attend to all routine and mechanical matters in connection with the sale, exchange, substitution, purchase, transfer, or other dealings with securities or other property of Fund except as may be otherwise provided in this Agreement or directed from time to time by the Board of Trustees of Fund.

  • Employment Law Matters The Company and each of its Subsidiaries: (i) is in compliance with all applicable Laws and agreements regarding hiring, employment, termination of employment, plant closing and mass layoff, employment discrimination, harassment, retaliation, and reasonable accommodation, leaves of absence, terms and conditions of employment, wages and hours of work, employee classification, employee health and safety, use of genetic information, leasing and supply of temporary and contingent staff, engagement of independent contractors, including proper classification of same, payroll taxes, and immigration with respect to Company Employees and contingent workers; and (ii) is in compliance with all applicable Laws relating to the relations between it and any labor organization, trade union, work council, or other body representing Company Employees, except, in the case of clauses (i) and (ii) immediately above, where the failure to be in compliance with the foregoing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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