Status of Agreements. The rights and obligations of Buyer and Seller under this Agreement shall be subject to the following terms and conditions:
Status of Agreements. (a) All requisite corporate action (including action of its Board of Directors) to approve, execute, deliver and perform this Agreement and each of the other agreements, instruments and other documents to be delivered by and on behalf of Purchaser No. 1 ("Other Purchaser No. 1 Documents") in connection herewith has been taken by Purchaser No.
1. This Agreement has been duly and validly executed and delivered by Purchaser No. 1 and constitutes the valid and binding obligation of Purchaser No. 1 enforceable in accordance with its terms. All Other Purchaser No. 1 Documents in connection herewith will, when executed and delivered, constitute the valid and binding obligation of Purchaser No. 1 enforceable in accordance with their respective terms.
(b) No authorization, approval, consent or order of, or registration, declaration or filing with, any court, governmental body or agency or other public or private body, entity or person is required (except for Purchaser No. 1's primary lender, Deutsche Financial Services Company, whose consent shall be obtained prior to Closing) in connection with the execution, delivery or performance of this Agreement or any Other Purchaser No. 1 Documents in connection herewith.
(c) Neither the execution, delivery nor performance of this Agreement or any of the Other Purchaser No. 1 Documents in connection herewith does or will:
(i) conflict with, violate or result in any breach of any judgment, decree, order, statute, ordinance, rule or regulation applicable to Purchaser No. 1;
(ii) conflict with, violate or result in any breach of any agreement or instrument to which Purchaser is a party or by which Purchaser No. 1 or any of Purchaser's assets or properties is bound, or constitute a default thereunder or give rise to a right of acceleration of an obligation of Purchaser No. 1; or
(iii) conflict with or violate any provision of the Articles of Incorporation or By-Laws of Purchaser No. 1.
Status of Agreements. Except as expressly set forth herein, no provision or term of the VHA Agreement or the UHC Agreement is hereby waived, modified, amended or supplemented, and all such provisions and terms, as in effect on the date hereof, are hereby ratified and shall remain in full force and effect.
Status of Agreements. (a) During the period commencing on the Agreement Date and ending on the Closing Date, except in connection with the Pending Transactions, the Required Consents or as set forth on Schedule IV or otherwise consented to or approved by Company (which consent or approval shall not be unreasonably withheld, conditioned or delayed), Transferor will not do any of the following:
(i) cancel or amend or modify in any material respect, (x) any Contract or Lease affecting any of the Real Estate Assets or (y) any agreements, documents or instruments relating to the Assumed Debt;
(ii) enter into any new contract, agreement or commitment (other than (x) a contract, agreement or commitment that involves base payments or the performance of services by Transferor of an amount or value (as measured by the revenue derived therefrom during fiscal year 1998-1999) not in excess of $12,000 annually or terminable by Transferor on not more than 90 days notice without penalty, or (y) a contract, agreement or commitment that is entered into (A) in order to preserve public safety as to one or more Assets or (B) as a result of an emergency situation or force majeure event affecting one or more Assets), any new Lease (other than a Lease demising space of less than 5000 square feet on terms and conditions consistent with the current leasing practices of the subject property and otherwise consistent with good business practice) affecting any of the Real Estate Assets or any new agreements, documents or instruments relating to the Assumed Debt; or
(iii) intentionally do any act or omit to do any act that will cause a material breach of any Contract or Lease or agreements, documents or instruments relating to the Assumed Debt.
(b) During the period commencing on the Agreement Date and ending on the Closing Date, Echelon will not, without the prior consent or approval of Company (which consent or approval shall not be unreasonably withheld, conditioned or delayed), amend, modify or supplement the Merger Agreement (including the Schedules and Exhibits thereto) or grant any consent or waiver under the Merger Agreement, in each case that would in any manner materially and adversely affect the rights, obligations and interests of Company under this Agreement (it being expressly understood and agreed that in no event shall Section 4.07 or 5.01 of the Merger Agreement be amended, modified or supplemented (and in no event shall Transferor grant any consent or waiver with respect to any such Section...
Status of Agreements. 44 9.1 [Reserved]..............................................................................44 9.2 Survival of Representations and Warranties..............................................44 9.3 General Agreement to Indemnify..........................................................45 9.4
Status of Agreements. All contracts, agreements, commitments, -------------------- obligations, plans, leases, policies and licenses to which the Company is a party are valid and binding agreements and are in full force and effect; there are no existing defaults (or events which, with notice or lapse of time or both, would constitute a default) by the Company or, to the best of the Company's knowledge, any other party thereunder. The Company is not a party to any contract, agreement, commitment or other obligation that has or may reasonably be expected to have individually or in the aggregate with any other contracts, agreements, commitments or other obligations a material adverse effect on the Business and Condition of the Company.
Status of Agreements.
31.1 This Agreement replaces all prior agreements between the Parties in relation to the NZBH Challenge including the Heads of Agreement dated on or about 24 April 2014.
31.2 The Challenge Contractor attaches a copy of the executed NSC Investment Contract as Appendix A and a copy of the executed Challenge Programme Agreement as Appendix B and will provide the Collaborating Organisations with copies of any amendment to either document or subsequent Challenge Programme Agreement as soon as reasonably practicable after such amendment or agreement is executed.
31.3 If there is any conflict between the NSC Investment Contract, this Agreement or a Subcontract, the descending order of precedence indicated below will apply:
(a) NSC Investment Contract (including any Challenge Programme Agreements); and then
(b) This Agreement; and then
(c) Any Subcontract.
Status of Agreements. All of the Company's leases, agreements and commitments were entered into in the ordinary course of business of the Company. Each of the leases, agreements and commitments referred to in section 3.13 is presently in full force and effect in accordance with its terms and the Company is not in default, and, to the best of the knowledge of the Company and each of the Stockholders, no other party is in default under any of the provisions of any of those agreements and no condition exists that, with notice or lapse of time or both, would constitute a default by the Company or, to the best of the knowledge of the Company and each of the Stockholders, any other party to any of those agreements. Each of the leases, agreements, and commitments referred to in section 3.13 is valid and binding upon and enforceable against the Company, and to the best of the knowledge of the Company's and each of the Stockholders, each of the other parties thereto in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general. No party to any of the leases, agreements or commitments referred to in section 3.13 has made or asserted to the Company or, to the best of the knowledge of the Company and each of the Stockholders, has any defense, setoff or counterclaim under any of those agreements, commitments or orders or has exercised any option granted to it to cancel or terminate its agreement, to shorten the term of its agreement, or to renew or extend the term of its agreement and neither the Company nor any of its officers or directors has received any notice to that effect.
Status of Agreements. 25 5.6 Further Assurances..............................................26 5.7 Consents........................................................27 5.8 Use of Business Names by Buyer..................................27 5.9
Status of Agreements. (a) All requisite corporate action (including action of its Board of Directors) to approve, execute, deliver and perform this Agreement and each of the other agreements, instruments and other documents to be delivered by and on behalf of Purchaser ("Other Purchaser Documents") in connection herewith has been taken by Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser enforceable in accordance with its terms. All Other Purchaser Documents in connection herewith will, when executed and delivered, constitute the valid and binding obligation of Purchaser enforceable in accordance with their respective terms.
(b) No authorization, approval, consent or order of, or registration, declaration or filing with, any court, governmental body or agency or other public or private body, entity or person is required (except for Purchaser's primary lenders, Deutsche Financial Services Company, et al, whose consent shall be obtained prior to Closing) in connection with the execution, delivery or performance of this Agreement or any Other Purchaser Documents in connection herewith.
(c) Neither the execution, delivery nor performance of this Agreement or any of the Other Purchaser Documents in connection herewith does or will:
(i) conflict with, violate or result in any breach of any judgment, decree, order, statute, ordinance, rule or regulation applicable to Purchaser;
(ii) conflict with, violate or result in any breach of any agreement or instrument to which Purchaser is a party or by which Purchaser or any of Purchaser's assets or properties is bound, or constitute a default thereunder or give rise to a right of acceleration of an obligation of Purchaser; or
(iii) conflict with or violate any provision of the Articles of Incorporation or By-Laws of Purchaser.
