Outstanding Commitments Clause Samples
The Outstanding Commitments clause defines the obligations or promises that remain unfulfilled by one or both parties at a specific point in time, typically at the end of a contract or upon termination. This clause outlines which deliverables, payments, or actions are still due, and may specify timelines or procedures for their completion. Its core function is to ensure that all parties are aware of and address any remaining responsibilities, thereby preventing disputes and ensuring a clear and orderly conclusion to the contractual relationship.
Outstanding Commitments. SCHEDULE 4.21 sets forth a description of all material existing written or oral contracts, agreements, commitments, licenses and franchises to which Buyer is a party (the "BUYER AGREEMENTS"). Buyer has made available to Argentys true, correct and complete copies of all of the Buyer Agreements specified on SCHEDULE 4.21. Except as set forth on SCHEDULE 4.21, Buyer has paid in full all amounts due from Buyer as of the date hereof under each Buyer Agreement identified in SCHEDULE 4.21 and as of the Effective Time will have satisfied in full all of its liabilities and obligations thereunder due in the ordinary course of business prior to the Effective Time. All of the Buyer Agreements described in SCHEDULE 4.21 are in full force and effect. Buyer and, to the knowledge of Buyer, each other party thereto have performed all the obligations required to be performed by them to date, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Buyer Agreement. Buyer has no a present expectation or intention of not fully performing all its obligations under each Buyer Agreement, and Buyer has no knowledge of any breach or anticipated breach by the other party to any contract or commitment to which Buyer is a party. None of such Buyer Agreements has been terminated, no written notice has been given by any party thereto of any alleged default by any party thereunder, and Buyer is not aware of any intention or right of any party to default another party to any such Buyer Agreement. There exists no actual or, to the knowledge of Buyer, threatened termination, cancellation or material limitation of the business relationship of Buyer with any party to any such Buyer Agreement.
Outstanding Commitments. Upon the giving of notice of termination by either party, UABRF shall use best efforts to limit or terminate any outstanding commitments in connection with the Program. Fluidigm shall reimburse UABRF for all direct costs incurred by it for all work performed through the effective termination date, and for all outstanding obligations which cannot be cancelled; provided, however, that Fluidigm’s aggregate funding obligation under this Agreement shall not exceed the amount set forth in Section 4.1 above. Within thirty (30) days after the effective date of termination, UABRF shall furnish Fluidigm with a final statement for settlement of all costs to be reimbursed. This statement may include costs incurred before the notice of termination was given but which were not yet billed. If funds received by UABRF exceed expenses incurred, UABRF shall reimburse Fluidigm for any such excess funds at the time such final statement is furnished to Fluidigm.
Outstanding Commitments. Unless otherwise provided for in this Agreement, the United Kingdom shall be liable to the Union for the United Kingdom's share of the budgetary commitments of the Union budget and the budgets of the Union decentralised agencies outstanding on 31 December 2020 and for the United Kingdom's share of the commitments made in 2021 on the carryover of commitment appropriations from the budget for 2020. The first subparagraph shall not apply to the following commitments outstanding on 31 December 2020:
Outstanding Commitments. (a) In the event that there are one or more Outstanding Commitment(s) at the time of an Event of Default, the Bank may at its option, and without notice to or request from the Member, make an Advance by crediting a special account of the Member with the Bank in an amount equal to the Outstanding Commitment(s). The Bank shall have a first priority perfected security interest in any such special account, and amounts credited to such special account may not be withdrawn by the Member for so long as there shall be Outstanding Commitment(s). Amounts credited to such special account shall be utilized by the Bank for the purpose of satisfying the Bank’s obligations under the Outstanding Commitment(s). When all such obligations have expired or have been satisfied, the Bank shall disburse the balance, if any, in such special account first to the satisfaction of any amounts then due and owing by the Member to the Bank and then to the Member or its successor’s interest. Advances made pursuant to this Section 2.03 shall be payable on demand and shall bear interest from the date the same shall be made until paid at the rate in effect and being charged by the Bank from time to time on overdrafts on DID Accounts of its members, but in no event more than any applicable limit set by the Regulations.
(b) The Bank shall not honor an Outstanding Commitment to Member if Member’s access to advances is restricted pursuant to § 935.13(a) or (c) of the Regulations. Member releases the Bank from any and all liability in connection with such action by the Bank.
Outstanding Commitments. 16 SECTION 2.20
Outstanding Commitments. The Assigned Contracts constitute all existing material contracts, agreements, charters, leases, subleases, commitments, licenses, and franchises, whether written or oral, relating to the Business. Sellers have delivered or made available to Buyers true, correct, and complete copies of all written Assigned Contracts, and Schedule 1.1(e) contains an accurate and complete description of all Assigned Contracts that are not in writing. Except as set forth in Schedule 1.1(e), all of the Assigned Contracts are in full force and effect, each Seller and, to the knowledge of Sellers, each other party to each of the Assigned Contracts has performed all the obligations required to be performed by it to date, and, to the knowledge of Sellers, there is not under any of the Assigned Contracts any existing default that with notice or lapse of time or both would constitute such a default. Sellers have no present expectation or intention of not fully performing their obligations under each of the Assigned Contracts and no knowledge of any breach or anticipated breach by any other party to any of the Assigned Contracts. None of the Assigned Contracts has been terminated nor has notice of termination been given with respect thereto, no notice has been given by any party thereto of any alleged default thereunder by any party thereto, and Sellers are aware of no intention or right of any party to any Assigned Contract to declare a default by another party to any Assigned Contract. There exists no actual or threatened termination, cancellation, or limitation of the business relationship of any Seller with any party to any Assigned Contract except by reason of the expiration of the term of such Assigned Contract. Schedule 2.11 identifies all existing leases, together with the name and address of the lessor and the material terms of the lease, covering all leased equipment aboard any of the Vessels.
Outstanding Commitments. The participants agree:
Outstanding Commitments. Upon the giving of notice of termination by either party, (a) TSF shall make a payment to the Company for all (i) fees, costs and expenses related to the Sponsored Research that are in the Budget rendered up to the date of termination (including expenses incurred in connection with reasonable wind-down activities) and (ii) non-cancellable commitments made or incurred by the Company related to the Sponsored Research that are in the Budget and (b) the Company shall exert commercially reasonable efforts, if possible, to limit the amount of any outstanding commitments that are in the Budget. Within [**] of the effective date of termination, the Company shall furnish TSF with a final statement for settlement of all costs to be reimbursed by TSF. If funds received by the Company from TSF exceed the amount of expenses incurred by the Company that are payable by TSF under the Budget, the Company shall reimburse TSF for any such excess funds at the time such final statement is furnished to TSF.
Outstanding Commitments. Except as set forth on Schedule 3.11 of the Company Disclosure Schedules, as of the Execution Date, there is no outstanding authorization for expenditure or similar request or invoice for funding or participation under any Contract which is binding on any Group Company or any Oil and Gas Properties and which the Company reasonably anticipates will individually require expenditures by any Group Company after the date hereof in excess of $150,000.
Outstanding Commitments. Schedule 2.19 sets forth a description of all existing contracts, agreements, commitments, licenses and franchises which involve more than $10,000 in consideration over the remaining term of the contract, agreement, commitment, license or franchise, other than agreements which relate only incidentally to the Drug Discovery Program and which are not reasonably required in the ongoing conduct of the Drug Discovery Program (collectively "Agreements"), whether written or oral, relating to the Drug Discovery Program. PerSeptive has delivered or made available to ChemGenics true, correct and complete copies of all of the Agreements specified on Schedule 2.19 which are in writing, and Schedule 2.19 contains an accurate and complete description of all Agreements which are not in writing. PerSeptive has paid in full all amounts due as of the date hereof under each Agreement identified in Schedule 2.19 and as of the Closing Date will have satisfied in full all of its liabilities and obligations thereunder due in the ordinary course of business prior to the Closing (it being understood that this representation shall not prevent PerSeptive from withholding payment in good faith based on a dispute with respect to its obligation to make payment, provided that the foregoing shall not be deemed to imply that ChemGenics shall have any liability therefore, and provided such nonpayment does not materially adversely affect the Transferred Assets or the Drug Discovery Program). All of the Agreements described in Schedule 2.19 are in full force and effect. PerSeptive and each other party thereto have performed all the obligations required to be performed by them to date, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Agreement. PerSeptive has no present expectation or intention of not fully performing all its obligations under each Agreement, and PerSeptive has no knowledge of any breach or anticipated breach by the other party to any contract or commitment to which PerSeptive is a party. None of such Agreements has been terminated, no notice has been given by any party thereto of any alleged default by any party thereunder, and PerSeptive is not aware of any intention or right of any party to default another party to any such Agreement. There exists no actual or, to the knowledge of PerSeptive, threatened termination, cancellation or limitation of the business relationship of PerSeptive with any party to any such ...