Certain Rights and Obligations Clause Samples
Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time:
(i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others;
(ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof;
(iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entity;
(iv) dispose of any and all collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent in its reasonable discretion may determine;
(v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and
(vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements...
Certain Rights and Obligations. Until the Borrower shall become a party to this Agreement or the Commitments are terminated:
(a) MGH shall be bound by the provisions of this Agreement and perform the obligations of the Borrower under this Agreement as if it were the Borrower (excluding all provisions of, or obligations arising under, in Articles V, VI and VII of this Agreement); provided, however, that MGH also agrees to perform the obligations of the Borrower set forth in Section 6.2 of this Agreement to the extent that MGH shall be able to do so by virtue of any rights that it may have under the Acquisition Agreement or by virtue of the Borrower providing any information or notice of the type referred to therein. Until the Borrower shall become a party to this Agreement or the Commitments are terminated, MGH may exercise any of the rights of the Borrower hereunder;
(b) no amendment or waiver of this Agreement pursuant to Section 11.1 of this Agreement shall require the consent of the Borrower;
(c) the Borrower shall have no rights or obligations under this Agreement; and
(d) the Borrower shall not be deemed to have made any representations or warranties under this Agreement and shall not be subject to any of the covenants set forth herein.
Certain Rights and Obligations. 76 Section 12.3
Certain Rights and Obligations. OF PARTIES 13 Section 6.1 Operational Control of Gatherer’s Facilities 13 Section 6.2 Maintenance 14 Section 6.3 Capacity Allocations on the Disposal System 14 Section 6.4 Trucking 14 Section 6.5 Temporary Releases 15 ARTICLE 7 PRESSURES; PRODUCER’S FACILITIES; ELECTRICITY 16 Section 7.1 Pressures at Receipt Points 16 Section 7.2 Producer Facilities 16 Section 7.3 Electrical Facilities 16 ARTICLE 8 QUALITY 17 Section 8.1 Receipt Point Saltwater Quality Specifications 17 Section 8.2 Non-Spec Saltwater 17 ARTICLE 9 MEASUREMENT EQUIPMENT AND PROCEDURES 18 Section 9.1 Measurement Facilities 18 Section 9.2 Notice of Measurement Facilities Inspection and Calibration 18 Section 9.3 Measurement Accuracy Verification 18 Section 9.4 Special Tests 18 Section 9.5 Metered Flow Rates in Error 19 Section 9.6 Record Retention 19 Section 9.7 Measurement of Saltwater Collected by Truck 19 Section 9.8 Summary Measurement Reports 19 ARTICLE 10 NOTICES 19 Section 10.1 Notices 19 ARTICLE 11 INVOICES AND PAYMENTS 20 Section 11.1 Statements and Invoices 20 Section 11.2 Right to Suspend on Failure to Pay 21 Section 11.3 Audit Rights 21 Section 11.4 Payment Disputes 21 Section 11.5 Interest on Late Payments 21 Section 11.6 Excused Performance 21 ARTICLE 12 FORCE MAJEURE 22 Section 12.1 Suspension of Obligations 22 Section 12.2 Definition of Force Majeure 22 Section 12.3 Settlement of Strikes and Lockouts 22 Section 12.4 Payments for Services Performed 22 ARTICLE 13 INDEMNIFICATION 23 Section 13.1 Gatherer 23 Section 13.2 Producer 23 ARTICLE 14 CUSTODY AND TITLE 23 Section 14.1 Custody 23 Section 14.2 Producer Warranty 23 Section 14.3 Title 24 ARTICLE 15 TAXES 24 Section 15.1 Taxes 24 ARTICLE 16 MISCELLANEOUS 24 Section 16.1 Rights 24 Section 16.2 Applicable Laws 24 Section 16.3 Governing Law; Jurisdiction; Waiver of Jury Trial 24 Section 16.4 Successors and Assigns 25 Section 16.5 Severability 26 Section 16.6 Confidentiality 26 Section 16.7 Entire Agreement, Amendments and Waiver 27 Section 16.8 Limitation of Liability 27 Section 16.9 Headings 28 Section 16.10 Rights and Remedies 28 Section 16.11 No Partnership 28 Section 16.12 Rules of Construction 28 Section 16.13 No Third Party Beneficiaries 29 Section 16.14 Further Assurances 29 Section 16.15 Counterpart Execution 29 Section 16.16 Memorandum of Agreement 29 Exhibit A Dedicated Acreage Exhibit B Gathering System Exhibit C Form of Right of Way Agreement Exhibit D Form of Memorandum of Agreement Exhibit E Form of Monthly Statement...
Certain Rights and Obligations. (a) Guarantor authorizes Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Indebtedness or any part thereof; (ii) to accept from any person or entity and hold collateral for the payment of the Indebtedness or any part thereof, and to exchange, enforce or refrain from enforcing, or release such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Indebtedness or any part thereof or any negotiable instrument or other writing intended by any party to create an accord and satisfaction with respect to the Indebtedness or any part thereof, and to discharge, terminate, release, substitute, replace or modify any such obligation
Certain Rights and Obligations. Licensee's diligence obligations under Article 3 (Development) and Article 6 (Commercialization) (Diligence), and its obligation to provide reports, updates and other information under those Articles, shall cease immediately; and
Certain Rights and Obligations. Each Guarantor acknowledges and agrees that Buyers and Collateral Agent, for its benefit and as collateral agent for the benefit of Buyers, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time:
Certain Rights and Obligations. ================================================================================
(1) It is the intention of the Company to continue the Plan and make its contributions regularly each year, but the Company, by action of its Board of Directors, may for any reason terminate or partially terminate the Plan. If all liabilities to or on account of the Participants, retired Participants and their beneficiaries have been satisfied or provided for in full and there is an amount remaining due to erroneous actuarial computations during the previous life of the Plan (within the meaning of the regulations under the Internal Revenue Code), then and not otherwise the Company shall be entitled to receive such remaining amount.
(2) The establishment of the Plan shall not be construed as conferring any legal rights upon any Employee or any person for a continuation of employment nor shall it interfere with the right of the Company to discharge any Employee and to treat him without regard to the effect which such treatment might have upon him as a Participant in the Plan.
(3) Any rulings made or acts taken under the Plan by the Board of Directors or by the Committee with respect to classification of Employees, contributions, or benefits shall be uniform in their nature and applicable to all those persons similarly situated. No ruling shall be made or act taken which shall be discriminatory under the provisions of the Internal Revenue Code.
(4) The provisions of this Subsection (4) shall apply to any one of the 25 highest paid Employees of the Company on any "Commencement Date" whose anticipated retirement allowance provided under the Plan at normal retirement date exceeds $1,500 per annum. "Commencement Date" shall mean the effective date of any amendment to the Plan which increases the benefits. In the event that during the first 10 years following a "Commencement Date" the Plan is terminated, the amount of the retirement allowance provided under the Plan for any one of the aforesaid Employees shall not be greater than the amount of allowance that can be provided by the largest of the following amounts: (a) $20,000, or (b) 20% of the first $50,000 of the Participant's "Annual Compensation", multiplied by the number of years and fractions thereof since the "Commencement Date" in which the full current costs have been met. As used in this paragraph, "Annual Compensation" means average compensation during the five calendar years (or the Participant's period of employment if le...
Certain Rights and Obligations. Certain rights and obligations of Buyer and Seller 1 in respect of Excluded Liability E are as set forth in Schedule 1.2. ARTICLE V
Certain Rights and Obligations. As material consideration for the covenants, agreements and undertakings of the Parties under this Termination Agreement;
(a) Promptly following the full execution of this Termination Agreement, the Buyer shall execute the necessary documents to transfer ownership of the Property back to the Sellers (the ‘‘Termination Transfer”).
(b) Promptly following the full execution of this Termination Agreement, the Seller shall deliver to Buyer (i) all the Shares issued to them in connection with the Agreement; and (ii) the Note to be cancelled and deemed satisfied in full.