Undertaking of the Parties. 3.1 If mutually agreeable by the Parties, one Party may act as the Primary Party and xxxx the FX customer for the entire FX Service. In this case, the Primary Party will compensate the Secondary Party for the portion of the FX Service that the Secondary Party provides based on the Secondary Party’s applicable tariffed rates for the facilities that the Secondary Party provides. If the Secondary Party does not have tariff rates applicable for the facilities that it has provided for its portion of the FX Service, the Primary Party will reimburse the Secondary Party based on rates negotiated between the Parties.
3.2 Otherwise, each Party will separately xxxx the FX customer for the portion of the FX service facilities that it provides based on its applicable tariffed rates. If either Party does not have tariff rates applicable for the facilities that it has provided for its portion of the FX Service, that Party will xxxx the FX customer based on its costs of providing its portion of the FX Service facilities.
Undertaking of the Parties. 3.1 With the exception of those exemptions specified in subclause 2.1 of this Agreement, the parties to this Agreement agree that this Agreement supersedes all existing agreements of employment and/or agreements and/or understandings made prior to entering into this Agreement, providing that nothing in this Agreement shall operate so as to reduce the base rate or any monetary allowance of any person covered by this Agreement. Nothing in this clause will be interpreted to negate the rights of workers under Part 6A of the Employment Relations Act.
3.2 The employer shall not automatically pass the provisions of this Collective Agreement on to non-union employees, other than for new employees, for the first 30 days of their employment.
Undertaking of the Parties. (a) Addax shall pay to ERHC by wire transfer of readily available funds, no later than ten (10) business days in Geneva, Switzerland after the execution of the PSC in respect of Block 2, the sum of Six Million Eight Hundred Thousand US dollars (US$6,800,000).
(b) SIPEC shall pay to ERHC by wire transfer of readily available funds, no later than ten (10) business days in China after the execution of the PSC in respect of Block 2 the sum of Thirteen Million Four Hundred Thousand US dollars (US$13,600,000)
(c) If either of Addax or SIPEC fail to timely make the respective payment due under Sections 4(a) and 4(b) above, interest at the rate of LIBOR plus 4% for a period of thirty (30) days from the date such amount is due shall be added to the amount due. If the total amount due, plus interest is not paid within thirty (30) days from the due date, then this Agreement shall immediately terminate as to the Party defaulting on the payment. In the event the defaulting Party is SIPEC it shall be obligated to pay ERHC, as liquidated damages, the sum the default amount plus Ten Million United States Dollars (US$10,000,000). In the event the defaulting Party is Addax it shall be obligated to pay ERHC, as liquidated damages, the sum the default amount plus Five Million United States Dollars (US$5,000,000). If ERHC is forced to submit the nonpayment default to arbitration for resolution, the defaulting Party shall be obligated to pay the costs and expenses in connection with the arbitration according to the tribunal's award.
(d) All Parties shall participate in the negotiation of the PSC and SIPEC, in consultation with ERHC and Addax, shall act as the lead negotiator for the Parties during such negotiation. Each party shall appoint negotiators who shall be authorized to participate in the PSC negotiations on behalf of the Parties. All Parties shall be advised of upcoming meetings with the JDA and consult regarding strategy, contract terms and conditions, and the progress of negotiations. Each of the Parties shall be entitled to be present at and participate in all negotiations with the JDA, if possible.
(e) No Party shall have the right to bind the other Party without such Party's prior written approval.
(f) Notwithstanding anything to the contrary contained herein, each Party shall bear its own costs related to the negotiation and execution of this Agreement, the PSC and the JOA.
(g) Except as provided in the next sentence, if Addax and/or SIPEC terminate this Agreemen...
Undertaking of the Parties. 2.1 The Secondary Company will notify the Primary Company of all tariff rate revisions affecting this Appendix, which the FCC or other appropriate regulatory authority allows to take effect, at least thirty (30) days in advance of their effective date. Revenue distribution will be based on the revised rates forty-five (45) days after the effective date of the tariff revisions. However, if the secondary Company fails to notify the Primary Company of a new rate within thirty (30) days of its effective date, the Primary company may delay implementation of the new rate until the next month's revenue distribution cycle, and will not be required to adjust the previous bills retroactively.
2.2 Each party will furnish to the other such information as may reasonably be required for the administration, computation and distribution of revenue, or otherwise to execute the provisions of this Appendix.
Undertaking of the Parties. 9.1 The Parties jointly and severally undertake to ensure:
i) that they, their representatives, proxies, agents and nominees representing them at General Meetings of the JVC shall at all times exercise their votes and through their respective nominee Directors (or Alternate Directors) at Board Meetings and, otherwise, act in such manner so as to comply with, and to fully and effectually implement the spirit, intent and specific provisions of this Agreement; and
ii) that if any resolution is proposed contrary to the terms of this Agreement they, their representatives, proxies and agents representing them shall vote against it. If for any reason such a resolution is passed, the Parties shall, if necessary, join together and convene an Extraordinary General Meeting of the JVC for implementing the terms of this Agreement.
Undertaking of the Parties. The Parties undertake to respect the ethical rules in effect within the partner Establishments, and to comply with the strictest rules amongst them. « Previously acquired knowledge » means all information, data (whether protectable or not), know-how, methods, softwares and codes and, in general, all intellectual property, that are (i) held by a Party prior to the signing of this agreement or developed by a Party after the signing of the agreement independently of the execution of the Research and (ii) necessary for executing the Research. « Confidential information » means all information and/or all data under any form and of any nature whatsoever, including notably all written or printed documents, all samples, models and/or knowledge, whether patentable or not, disclosed by one Party to another Party under the agreement, including the Results and the previously acquired knowledge and on condition that the Party who discloses such information indicated clearly and unequivocally their confidential character or, in the case of an oral disclosure, that the Party who discloses such information made its confidential character known orally at the moment of the disclosure and confirmed this character in writing within a period of thirty (30) days. « Research » means the preparatory research works conducted by the PhD student within the framework of his doctoral thesis under a joint programme within the partner Establishments. « Results » means all of the results, whether patentable or not (including the data, codes of calculations, information, creative ideas, inventions, developments and discoveries) and in general all of the intellectual property rights that will be developed by the partner Establishments and/or the PhD student in the course of implementing the Research. « Common results » means all of the Results developed jointly by the partner Establishments and/or the PhD student within the framework of the execution of the Research. « Own results » means all of the Results developed individually by a partner Establishment and/or the PhD student within the framework of the execution of the Research.
Undertaking of the Parties. 2.1.1 On the terms and conditions set forth in this Agreement:
(a) HD Varese sells to the Buyer and the Buyer purchases from HD Varese, all rights, title and interest held by HD Varese in the MV Agusta Shares for a consideration of Euro 1 (one) (the “MV Agusta Price”);
(b) HD Motor sells to the Buyer and the Buyer purchases from HD Motor, all rights, title and interest held by HD Motor in the MV USA Interest for a consideration of USD 1 (one) (the “MV USA Price”);
(c) HD assigns without recourse (pro soluto) to the Buyer and the Buyer acquires without recourse (pro soluto) from HD, all rights, title and interest held by HD in the Receivable for a consideration of Euro 1 (one) (the “Receivable Price”). The exact amount of the Receivable so transferred will be determined on Closing and will be equal to the amount of the Receivable as set forth in this Agreement plus the amount of any receivable of HD to MV Agusta that has accrued between the date of this Agreement and the Closing Date, if any, including, for the avoidance of doubt, the Interim Disbursements.
2.1.2 The Parties mutually acknowledge and agree that none of the MV Agusta Price, the MV USA Price and the Receivable Price will be subject to any adjustment whether on account of the financial and economic situation of the MV Agusta and MV USA well known to Xx. Xxxxxxxxxxx or otherwise.
2.1.3 The MV Agusta Shares, the MV USA Interest and the Receivable will be sold and assigned to the Buyer with economic benefit (godimento) as of the Closing Date.
Undertaking of the Parties. 6.1 For so long as DESAL is Operator of the Licence, DESAL shall promptly notify WESI of any occurrence that would have a material adverse effect on the business, operations, financial condition or results of operations under the Licence. Discovery to WESI Farmout Agreement 22
6.2 If the Parties elect to extend the Licence or portions thereof relating to the South Block beyond the term of the Licence as in effect on the Effective Date, the Parties agree to convert the Contract Area of the Licence into the maximum Petroleum Retention Licences (PRL) acceptable to the Government. Without limitation to the foregoing but subject to Article 4.2(i), except for those decisions regarding the separation of the Licence into two (2) separate new exploration licences during the term of the Licence as in effect on the Effective Date which shall be in DESAL’s sole discretion without any requirement of consultation, DESAL agrees to consult fully with WESI in connection with all other decisions under the Licence as it pertains to the Contract Area including the issue of new PRLs over the Contract Area; provided that for any decision for which DESAL is required to consult with WESI under this Article 6.2, such decision and any action DESAL takes as a consequence of such decision shall be in DESAL’s sole discretion so long as DESAL does not expect such decision to have a material adverse impact on WESI’s rights under this Agreement.
6.3 Each Party, as applicable, agrees to use commercially reasonable efforts to satisfy, in an expeditious manner, the Conditions Precedent to the Assignment of Beneficial Interest and Transfer of Licence set forth in Article 3.1.
Undertaking of the Parties. In accordance with the parties' contractual obligations as set forth in this Agreement, the parties agree and acknowledge that if the Primary Option is exercised (i) the holder(s) of the Primary Option Shares will be paid $32,200,000 (as adjusted pursuant to Section 3.2, above) in immediately available funds at closing; (ii) the holder(s) of the Class H Stock will immediately after the exercise of the Primary Option own at least one-third (1/3), or in the event there are no shares of Class B Stock or no shares of Class S Stock outstanding at such time, at least one-half (1/2), of the outstanding Common Stock, as reasonably adjusted to reflect the dilution of shares held by the holder(s) of the Class H Stock, the holder(s) of the Class B Stock, or the holder(s) of the Class S Stock at the time of the exercise of the Primary Option due to (A) the issuance of shares to Xxxxxxx and Irons pursuant to their Stockholder Employment Agreements and any repurchases by TRC pursuant to such agreements or (B) the issuance of shares of capital stock pursuant to a Primary Option Public Offering made in accordance with Section 3.9, below; (iii) the Primary Option Shares, upon consummation of the Primary Option, will be retired and returned to the status of authorized but unissued shares; and (iv) TRC will immediately after the consummation of the Primary Option own the businesses and substantially all the fixed assets it owned immediately prior to the exercise of the Primary Option (except to the extent a Primary Option Public Offering involves the sale of shares of capital stock of a TRC Subsidiary). The Stockholders will take all actions reasonably requested by the Primary Option Committee to cause the Primary Option to be exercised in such a manner as to provide the holder(s) of the Class H Stock or the holder(s) of the Primary Option Shares, as the case may be, with the economic consequences contemplated by the first sentence of this Section 3.8, including without limitation, executing consents (stockholder and other) for, voting for and granting approvals (as a stockholder and otherwise) of, and otherwise approving, assisting and promoting transactions reasonably proposed by the Primary Option Committee to exercise the Primary Option, such as mergers, liquidations, transfers of assets, and financing arrangements (including without limitation secured debt financing and a Primary Option Public Offering); provided that HI will not be required to assume or incur any addit...
Undertaking of the Parties. 1.1 PNM Marketing shall sell and deliver to TNMP wholesale Capacity and Energy in amounts equal to the TNMP Incremental Native Load Requirements during the period July 1, 2001 through December 31, 2002 and sell and deliver to TNMP wholesale Capacity and Energy in amounts equal to the TNMP Native Load Requirements during the period January 1, 2003 through December 31, 2006, and shall act as TNMP’s Agent as provided for herein.
