Warranty by Scheme Participants Sample Clauses

Warranty by Scheme Participants. Each Scheme Participant warrants to Neuphoria and is deemed to have authorised Bionomics to warrant to Neuphoria as agent and attorney for the Scheme Participant by virtue of this clause 5.6, that: (a) all their Scheme Shares (including any rights and entitlements attaching to those shares) transferred to Neuphoria under the Scheme will, as at the date of the transfer, be fully paid and free from all Encumbrances; and (b) they have full power and capacity to sell and to transfer their Scheme Shares (including any rights and entitlements attaching to those shares) to Neuphoria under the Scheme.
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Warranty by Scheme Participants. Each Scheme Participant warrants to US Holdco and is deemed to have authorised Piedmont to warrant to US Holdco as agent and attorney for the Scheme Participant by virtue of this clause 6.8, that: (a) all their Scheme Shares (including any rights and entitlements attaching to those shares) transferred to US Holdco under the Scheme will, as at the date of the transfer, be fully paid and free from all Encumbrances; and (b) they have full power and capacity to sell and to transfer their Scheme Shares (including any rights and entitlements attaching to those shares) to US Holdco under the Scheme.
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Warranty by Scheme Participants. Each Scheme Participant warrants to Red Light and is deemed to have authorised Creso to warrant to Red Light as agent and attorney for the Scheme Participant by virtue of this clause 6.6, that: (a) all their Scheme Shares (including any rights and entitlements attaching to those shares) transferred to Red Light under the Scheme will, as at the date of the transfer, be fully paid and free from all Encumbrances; and (b) they have full power and capacity to sell and to transfer their Scheme Shares (including any rights and entitlements attaching to those shares) to Red Light under the Scheme.
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Warranty by Scheme Participants. Each Scheme Participant warrants to Verra, and is deemed to have appointed and authorised Redflex as that Scheme Participant’s agent and attorney to warrant to Verra, that: (a) all of its Scheme Shares (including any rights and entitlements attaching to them) transferred to Verra (or a Verra Nominated Acquirer) under this Scheme will, on the date of the transfer, be free from all Encumbrances; (b) all of its Scheme Shares will be fully paid on the date of transfer; and (c) it has full power and capacity to sell and transfer its Scheme Shares (including all rights and entitlements attaching to them) to Verra (or a Verra Nominated Acquirer) under this Scheme.
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Warranty by Scheme Participants. Each Scheme Participant is deemed to have warranted to Avita Australia, and is deemed to have authorised Avita Australia to warrant to Avita US as agent and attorney for the Scheme Participant, that: (a) all of its Scheme Shares (including any rights and entitlements attaching to them) transferred to Avita US under this Scheme will, on the date of the transfer, be free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind; (b) all of its Scheme Shares will be fully paid on the date of transfer; and (c) it has full power and capacity to sell and transfer its Scheme Shares (including all rights and entitlements attaching to them) to Avita US.
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Warranty by Scheme Participants. ‌ (a) Each Scheme Participant is deemed to have warranted to Xxxx, and to have appointed and authorised 92 Energy (or any of its directors or officers) to warrant to Xxxx as agent and attorney for the Scheme Participant by virtue of this clause 6.6, that:‌ (i) all their Scheme Shares (including any rights and entitlements attaching to those shares) transferred to Xxxx under the Scheme will, as at the date of the transfer, be fully paid and free from: (A) all Encumbrances and interests of third parties of any kind, whether legal or otherwise; and (B) restrictions on transfer of any kind; (ii) they have full power and capacity to sell and to transfer their Scheme Shares (including any rights and entitlements attaching to those shares) to Xxxx under the Scheme; and (iii) they have no existing right to be issued any other Scheme Shares or any other form of securities in 92 Energy. (b) 92 Energy undertakes in favour of each Scheme Participant that it will provide such warranties in clause 6.6(a) to Xxxx as agent and attorney of each Scheme Participant.
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Warranty by Scheme Participants. Each Scheme Participant warrants to Bidder and is deemed to have authorised Cradle to warrant to Bidder as agent and attorney for the Scheme Participant by virtue of this clause 5.6, that: (a) all their Scheme Shares (including any rights and entitlements attaching to those shares) transferred to Bidder under the Scheme will, as at the date of the transfer, be fully paid and free from all Encumbrances; and (b) they have full power and capacity to sell and to transfer their Scheme Shares (including any rights and entitlements attaching to those shares) to Bidder under the Scheme.
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Warranty by Scheme Participants. Each Scheme Participant is deemed to have warranted to Bidder and Bidder’s Nominee, and, to the extent enforceable, to have appointed and authorised Target as that Scheme Participant’s agent and attorney to warrant to Bidder and Bidder’s Nominee, that all of their Scheme Shares (including any rights and entitlements attaching to those Scheme Shares) will, at the time of the transfer of them to Bidder’s Nominee pursuant to the Scheme, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind, and that they have full power and capacity to sell and to transfer their Scheme Shares (together with any rights and entitlements attaching to those Scheme Shares) to Bidder’s Nominee pursuant to the Scheme. Target undertakes in favour of each Scheme Participant that it will provide such warranty, to the extent enforceable, to Bidder’s Nominee on behalf of that Scheme Participant.
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Related to Warranty by Scheme Participants

  • Eligible Participants Families and individuals experiencing homelessness. For the purposes of the Program, families and individuals are considered to be homeless only when he/she/they lack(s) a fixed, regular and adequate nighttime residence and reside(s) in a place not meant for human habitation, such as cars, parks, sidewalks, abandoned buildings, motels, or other shelters, or for reference as further defined in 24 CFR Part 578.3 and 576.2.

  • Public Employees Retirement System “PERS”) Members.

  • Participants The Lender and its participants, if any, are not partners or joint venturers, and the Lender shall not have any liability or responsibility for any obligation, act or omission of any of its participants. All rights and powers specifically conferred upon the Lender may be transferred or delegated to any of the Lender's participants, successors or assigns.

  • New Employee Orientation The Union will provide each agency personnel director with the names and addresses of up to two (2) authorized Union representatives per agency to receive notice of each formal orientation meeting held by the Department. The notice will be sent as soon as such meetings are scheduled (but not less than ten (10) days in advance) and will include date, time and location. Due to operational exigencies, agencies may schedule an orientation which will provide the Union with less than the requisite ten (10) days' notice; however the Union shall be notified as soon as possible after the scheduling of the orientation and the Union representative shall be released from duty. Agencies shall routinely schedule orientations in a manner that will allow for the ten (10) day advance notice to the Union. During the formal orientation, the Union will be permitted to give a twenty (20) minute presentation which may include an enrollment in supplemental Union benefits. The parties shall encourage employee attendance, although attendance shall not be mandatory if an employee objects to attending the presentation. In the event a formal orientation meeting is not held, or the Union is unable to attend the formal orientation because the designated Union representatives cannot be released under Article 4, the Employer shall allow the Union representative and the employee(s) to meet during duty hours at a mutually agreed upon time and location for twenty (20) minutes Employee participation in these meetings shall be encouraged although an employee shall not be required to attend such a meeting.

  • Participants and SPVs In addition to the other rights provided in this Section 9.9, each Lender may, (x) with notice to Agent, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to any Obligation and (y) without notice to or consent from Agent or the Borrower, sell participations to one or more Persons other than a Credit Party, an Affiliate of a Credit Party or a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Non-Funding Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans, Revolving Loans, Swing Loans and Letters of Credit); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Credit Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Article X, but, with respect to Section 10.1, only to the extent such participant or SPV delivers the Tax forms such Lender is required to collect pursuant to Section 10.1(g) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation, except to the extent such entitlement to receive a greater payment results from a Change in Law (as defined in Section 10.3(a)) that occurs after the Participant acquired the applicable participation (and in consideration of the foregoing, each such Participant and SPV shall be deemed to have acknowledged and agreed to be bound by the provisions of Section 9.22) and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (ii) and (iii) of Section 9.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in clause (vii) of Section 9.1(a). No party hereto shall institute (and the Borrower shall cause each other Credit Party not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to be reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination of the Commitments and the payment in full of the Obligations. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6(c) without regard to the existence of any participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person other than Agent except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the Proposed Treasury Regulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Agent shall have no responsibility for maintaining a Participant Register.

  • Matching Contributions The Employer will make matching contributions in accordance with the formula(s) elected in Part II of this Adoption Agreement Section 3.01.

  • Employee Orientation Each and every person working for a contractor, including sub- contractors, will be given an orientation to familiarize them with the site safety program. Unless otherwise specified, each sub-contractor is responsible for the orientation of their workers.

  • Teaching Load 11-1 The parties recognize that the number of students, the number of preparations, and the amount of planning time are related to student performance. 11-2 CLASS SIZE 11-2-1 The parties recognize that class size is related to economics and that reduction of class size is faced with fiscal constraints. The parties further recognize that it is not feasible at this time to set general numerical limitations upon class size because of physical space available, special programs, special student needs, attendance area variances, differences in scheduling systems, busing, and because of other variable causes affecting class size. Nevertheless, the parties shall make reasonable effort to maintain class size at reasonable, workable, and educationally effective levels in all situations. 11-3 TEACHER LOAD 11-3-1 Teaching load shall be defined as the number of separate class preparations that a teacher has per school day as delineated in the course description guide.

  • Incentive, Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Employees' Compensation The Consultant shall be solely responsible for the following:

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