Xxxxxx Obligation Sample Clauses

Xxxxxx Obligation a.Both parties warrant that they have full capacity, power and authority to enter into this Agreement and to fulfil their obligations hereunder.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Xxxxxx Obligation. Xxxxxx agrees to indemnify, defend and hold harmless Merck and its Affiliates and their respective directors, officers, employees and agents from and against all claims, actions, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys fees) arising out of:
Sample 1
Xxxxxx Obligation. On October 15, 1996, the Company executed and delivered to Xxxxxx a promissory note in the original principal amount of $206,700, and an Option pursuant to which Xxxxxx could purchase a 76.10% interest in the Company in exchange for the amount owing on the promissory note, which note and option are collectively referred to as the ("Xxxxxx Obligation"). The Company and Xxxxxx have agreed, (and by the execution of this First Amended and Restated Limited Liability Company Agreement do agree) that in consideration of the rights conferred upon it by this Agreement Xxxxxx has cancelled and released the Xxxxxx obligation.
Sample 1
Xxxxxx Obligation. IPSEN shall defend, indemnify, and hold harmless ACADIA, its Affiliates and Sublicensees and their respective directors, officers, shareholders, employees and agents (“ACADIA Indemnitees”), from and against any and all liabilities, damages, losses, penalties, fines, costs, interest, and expenses, including, but not limited to reasonable attorney’s fees, incurred by the ACADIA Indemnitees (collectively “ACADIA Losses”) arising from or occurring as a result of a third party’s claim, action, suit, judgment or settlement against an ACADIA Indemnitee that is due to or based upon any material breach of an obligation, a representation or warranty under this Agreement by IPSEN, provided however that, IPSEN shall not indemnify or hold harmless ACADIA Indemnitees from ACADIA Losses to the extent that such ACADIA Losses are finally determined to have resulted from the willful misconduct or gross negligence of an ACADIA Indemnitee.
Sample 1

Related to Xxxxxx Obligation

  • Tax Obligations (a) Customer confirms that Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of Customer's Accounts.

  • One Obligation The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Agreement to Assume Obligations The New Issuer hereby agrees to unconditionally assume the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XIV of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of the Issuer under the Indenture.

  • Conditions to the Obligation of Each Party The respective obligations of Parent, Merger Sub and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all parties:

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.

  • Valid Obligation Notes issued on the registration of transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt, and have the same benefits under this Indenture as the Notes surrendered for registration of transfer or exchange.

  • Payment Obligation (a) The Subscriber shall bear the obligation to pay the Service Fee to SORACOM from the day when SORACOM starts to provide the Subscriber with the telecommunication channel pursuant to this Agreement.

  • Payment of Tax Obligations The Borrower will, and will cause each of its Subsidiaries to, pay its Tax liabilities, assessments and governmental charges that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

  • Performance Obligations The Purchaser shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

Time is Money Join Law Insider Premium to draft better contracts faster.