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. Schedule 4.13 is incorporated by reference herein.
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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
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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; --------------
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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.
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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. 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) Enforceability Exception...
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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 (a) The license attached hereto as Exhibit A is a true and correct copy of the License. There is no other condition, to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paid. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.

  • 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) Each of the parties acknowledges and agrees that the transition of the Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their business, or required by the Selling Companies for the operation and use of the Excluded Assets or Excluded Liabilities; provided, that access to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. (3) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its term. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

  • Year 2000 Matters Any reprogramming required to permit the proper functioning (but only to the extent that such proper functioning would otherwise be impaired by the occurrence of the year 2000) in and following the year 2000 of computer systems and other equipment containing embedded microchips, in either case owned or operated by the Borrower or any of its Subsidiaries or used or relied upon in the conduct of their business (including any such systems and other equipment supplied by others or with which the computer systems of the Borrower or any of its Subsidiaries interface), and the testing of all such systems and other equipment as so reprogrammed, will be completed by March 31, 1999. The costs to the Borrower and its Subsidiaries that have not been incurred as of the date hereof for such reprogramming and testing and for the other reasonably foreseeable consequences to them of any improper functioning of other computer systems and equipment containing embedded microchips due to the occurrence of the year 2000 could not reasonably be expected to result in a Default or Event of Default or to have a Material Adverse Effect. Except for any reprogramming referred to above, the computer systems of the Borrower and its Subsidiaries are and, with ordinary course upgrading and maintenance, will continue for the term of this Agreement to be, sufficient for the conduct of their business as currently conducted.

  • 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.

  • Service Level Agreements If a Service or a Plan includes a Service Level Agreement (SLA): (a) we are liable for any remedy or rebate specified by the SLA; and (b) subject to clauses 40 to 42, and to the express terms of the SLA, our liability for breach of the SLA is limited to such remedy or rebate.

  • Interim Actions In the case of a Material Default that causes continuing damages to the Sellers for which indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all such damages, the Sellers and the Purchasers shall cooperate in good faith to implement appropriate interim actions to mitigate such damages until the Corrective Action Plan is finalized. The parties shall develop and implement such interim actions on timelines that are commensurate with the severity of the harm and that take into account the risks to the Sellers of delay. The Purchasers shall use reasonable best efforts to mitigate the adverse consequences on the Sellers of the Material Default until the Correction Action Plan is finalized.

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