Without prejudice to the performance of the studies mentioned in Articles Sample Clauses

Without prejudice to the performance of the studies mentioned in Articles. 5 and 6 of the Master Agreement upon in Point 5.1, the PURCHASER and DUVAZ shall entrust the performance of an environmental base line study and a labour audit in relation to the matters detailed in Point 5.1 above, three (3) months prior to the expiry of the last instalment of the purchase price set in Article Four, Point 4.2, Item (v). The cost of both studies shall be borne by the PURCHASER. Such studies shall be performed by a person or legal entity selected by DUVAZ among three (3) proposals presented by the PURCHASER, who shall limit the scope of the studies pursuant to the terms and conditions of the Master Agreement and of this Stock Purchase Agreement. The selection of DUVAZ shall be made within a term of three (3) business days from the date the PURCHASER notifies DUVAZ with respect to the three (3) companies proposed. If DUVAZ fails to inform the PURCHASER of its selection within the aforementioned term, the PURCHASER is empowered to select the company that shall conduct the studies, only among the three (3) companies proposed. DUVAZ jointly and severally with the AGENTS, assumes the obligation to provide all the information that is necessary to effect the aforementioned study. If, under the terms hereof, the PURCHASER is bound to pay the last instalment of the purchase price set in Article Four, Point 4.2, Item (v) and, on such date, it has not yet notified its decision to exercise or not to exercise the option set forth in the Option Agreement, such instalment shall be deposited, in whole or in part, in an Escrow Account (the “Escrow Account”) to be opened by the SELLERS to that effect in Banco de Crédito del Perú or in Banco Internacional del Peru (Interbank) or otherwise in a renowned bank entity agreed upon by both parties. Thus, if the results of the studies as a whole determine the existence of costs or liabilities up to the amount of US$500,000 (Five Hundred Thousand US Dollars), the PURCHASER shall deposit in the Escrow Account the amount of US$666,666.67 (Six Hundred Sixty-Six Thousand Six Hundred Sixty-Six and 67/100 US Dollars), corresponding to the last instalment of the purchase price. If, on the contrary, the results of the studies as a whole determine the existence of costs or liabilities for more than US$500,000 (Five Hundred Thousand US Dollars) the PURCHASER shall deposit in the Escrow Account the full amount of the last instalment of the purchase price.
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Related to Without prejudice to the performance of the studies mentioned in Articles

  • Conclusiveness of Statements; Survival of Provisions Determinations and statements of any Lender pursuant to Sections 8.1, 8.2, 8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 8.1 and 8.4, and the provisions of such Sections shall survive repayment of the Obligations, cancellation of any Notes, expiration or termination of the Letters of Credit and termination of this Agreement.

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided, that any provision of the Security Documents which imposes additional burdens on the Borrower or its Subsidiaries or further restricts the rights of the Borrower or its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

  • Performance and Compliance with Collateral The Borrower will, at the Borrower’s expense, timely and fully perform and comply (or, by exercising its rights thereunder, cause the Seller to perform and comply pursuant to the Sale Agreement) with all provisions, covenants and other promises required to be observed by it under the Collateral, the Transaction Documents and all other agreements related to such Collateral.

  • Performance of Agreements Buyer shall have performed in all material respects all of its covenants, agreements and obligations required by this Agreement and each of the other Documents to be performed or complied with by it prior to or upon the Closing Date.

  • Severability of Covenants/Blue Pencilling If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the Restrictive Covenants, or any part thereof, are unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. Executive hereby waives any and all right to attack the validity of the Restrictive Covenants on the grounds of the breadth of their geographic scope or the length of their term.

  • Entire Agreement, Severability and Force Majeure This Agreement contains the entire agreement between Issuer and Escrow Agent regarding the Escrow Account. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.

  • Duration and Scope of Covenants If any court or other decision-maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

  • Severability; Survival In the event any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the invalid or unenforceable part had been severed and deleted. The respective rights and obligations of the parties hereunder shall survive the termination of the Executive's employment to the extent necessary to the intended preservation of such rights and obligations.

  • Compliance with Law and Agreements; Maintenance of Licenses The Borrower shall comply, and shall cause each Subsidiary to comply, in all material respects with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act and all Environmental Laws). The Borrower shall, and shall cause each of its Subsidiaries to, obtain and maintain all licenses, permits, franchises, and governmental authorizations necessary to own its property and to conduct its business as conducted on the Closing Date. The Borrower shall not modify, amend or alter its certificate or articles of incorporation or bylaws, other than in a manner which does not adversely affect the rights of the Lenders or the Agent.

  • Construction and Severability If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

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