Material Reliance Sample Clauses
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Material Reliance. Surge acknowledges that Plaintiffs are relying upon the terms of this Agreement and shall be structuring and planning their ongoing business in reliance upon the issuances of shares contemplated herein, as such, the Parties agree that any default of this Agreement by Surge or delay in the issuance of shares and contemplated herein will cause Plaintiffs to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for any such default or delay, Surge agrees that liquidated damages may be assessed and recovered against Surge in the event of delay or default hereunder, and without Plaintiffs being required to present any evidence of the amount or character of the actual damages sustained by reason thereof, in the amount of Twenty Thousand Dollars ($20,000) for each calendar day Surge is delayed in its performance of its obligations hereunder or is in default of this Agreement. Notwithstanding anything contained herein, the Plaintiffs shall provide Surge with written notice and four (4) business days opportunity to cure prior to imposing any liquidated damages provided in this Section 8.
Material Reliance. The Company acknowledges that Pablo and IGOR1 are relying upon the terms of this Agreement and shall be structuring and planning their ongoing business in reliance upon the issuances of shares contemplated herein, as such, the Parties agree that any default of this Agreement by The Company or delay in the issuance of shares and contemplated herein will cause Pablo and IGOR1 to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for any such default or delay, The Company agrees that liquidated damages may be assessed and recovered against The Company in the event of delay or default hereunder, and without Pablo and/or IGOR1 being required to present any evidence of the amount or character of the actual damages sustained by reason thereof, in the amount of Twenty Thousand Dollars ($20,000) for each calendar day The Company is delayed in its performance of its obligations hereunder or is in default of this Agreement. Notwithstanding anything contained herein, Pablo and/or IGOR1 shall provide The Company with written notice and four (4) business days opportunity to cure prior to imposing any liquidated damages provided in this Section.
Material Reliance. The Stockholder understands and acknowledges that Parent is entering into, and causing Sub to enter into, the Merger Agreement in material reliance upon the Stockholder's execution and delivery of this Agreement.
Material Reliance. The Majority Sellers represent, acknowledge and agree that the provisions of this Section 6.1 are material provisions of this Agreement and that the Buyer Group would not have entered into this Agreement but for these provisions.
Material Reliance. The Shareholders acknowledge that the Purchasing Parties and Maxco are relying on this Agreement in incurring expenses in preparing a proxy statement, in proceeding with the filing of applications for regulatory approvals, and in undertaking other actions necessary for the consummation of the transactions described in the Purchase Agreement and that the proxy granted hereby is coupled with an interest and is irrevocable to the full extent permitted by applicable law, and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. The Shareholders and Maxco acknowledge that the performance of this Agreement is intended to benefit the Purchasing Parties.
Material Reliance. UT materially relies on Subrecipient to perform WORK PLAN in conformity with the Subaward Agreement without the superintendence or direction of UT. UT may observe or inspect the WORK PLAN and upon discovery of a non-conformity pursue remedies as appropriate.
Material Reliance. 26 Section 7.4 Remedies...............................................26
Material Reliance. The Restricted Parties represent, acknowledge and agree that the provisions of this Section 5 are material provisions of this Agreement and that the Companies would not have entered into this Agreement but for these provisions.
Material Reliance. Each Consenting Noteholder and Executive acknowledges that the Debtors, Senior Management and the other Consenting Noteholders (i) have materially relied on the terms of this Agreement and the Consenting Noteholders' covenants and other obligations hereunder, (ii) have foregone other strategic reorganization opportunities and expended substantial sums of money on professional fees and costs in reliance on this Article VII and the terms of this Agreement, (iii) would not have entered into this Agreement if this Section were not binding and enforceable against the Consenting Noteholders, Executives and their Successors, and (iv) would suffer irreparable injury if any provisions of this Agreement were not complied with by any Consenting Noteholders, Executives or their Successors.