THAMES AGREEMENT Clause Samples

THAMES AGREEMENT. 17.1 The Vendors acknowledge that they have read and understand the Thames Agreement and agree that the relevant terms of the Thames Agreement shall be binding upon them including for the avoidance of doubt those which relate or may relate to or affect or may affect the EBITDA Retention and the EBITDA Retention Account and the adjustment of the Provisional Consideration in accordance with Schedule 6 Schedule 7 or Schedule 8 of the Thames Agreement. 17.2 The Thames Vendors acknowledge and agree that the terms of this Agreement shall be binding upon them including for the avoidance of doubt those which relate or may relate to or affect or may affect the EBITDA Retention and the EBITDA Retention Account and the adjustment of the provisional consideration payable to them under the Thames Agreement in accordance with Schedule 7 or Schedule 8 of this Agreement and in so far as they place any obligation on the Thames Vendors or confer any right upon the Purchaser. 17.3 The Vendors agree that any monies due and payable to them and/or the Thames Vendors from the EBITDA Retention Account or under Schedule 8 of this Agreement and/or under Schedule 8 of the Thames Agreement shall be paid to the Vendors’ Solicitors who are irrevocably authorised to receive the same and whose receipt shall be an effective discharge to the Purchaser or of the Purchaser’s Solicitors’ obligation to pay the same and the Purchaser shall not be concerned to see to the application of the same as between the Vendors inter se or between the Vendors and the Thames Vendors or be answerable for the loss or misapplication of any of the same. 17.4 The Guarantor hereby irrevocably and unconditionally guarantees to the Purchaser as principal obligor and not merely as surety, the due and proper performance by ▇▇▇▇▇▇ Group Limited of all obligations agreements and undertakings on the part of ▇▇▇▇▇▇ Group Limited contained in this Agreement and the prompt payment by ▇▇▇▇▇▇ Group Limited of all sums due or damages payable by ▇▇▇▇▇▇ Group Limited pursuant to such obligations agreements and undertakings or for breach thereof and agrees to indemnify the Purchaser against all costs, claims, expenses, losses, damages, liabilities and proceedings which the Purchaser may incur or suffer arising from any breach by ▇▇▇▇▇▇ Group Limited of any such obligations. If ▇▇▇▇▇▇ Group Limited is in default under this Agreement the Guarantor shall perform or procure the performance of all obligations of ▇▇▇▇▇▇ Group Limited ...
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Related to THAMES AGREEMENT

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Services Agreement “Services Agreement” shall mean any present or future agreements, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information. The Services Agreement is amended by and incorporates the terms of this BA Agreement.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Cooperation Agreement At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to, execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC Parent and PCC shall provide each other certain information and other assistance in connection with the collection, administration and/or satisfaction of certain of the Retained Liabilities.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively: (a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit; (b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and (c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.