Disbursement Procedures. The Issuing Bank shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower by telecopy or electronic mail of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the applicable [[Consenting Lenders:Organization]] with respect to any such LC Disbursement.
prepare and file with the Commission a registration statement with respect to such securities and use commercially reasonable efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby;
Any entity entitled to indemnification under clause 21.2 or 21.3 shall give notice to the indemnifying party of any Losses or Claims that may be subject to indemnification, promptly after learning of such Losses or Claims, and the indemnifying party shall assume the defense of such Claims with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses or Claims made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses or Claims.
Disagreement Procedures. The Preliminary Closing Statement will not be binding upon the Parties if Emmis delivers to Sinclair written notice of its disagreement with the Preliminary Closing Statement (“Notice of Disagreement”) within 30 days after its receipt of the Preliminary Closing Statement, specifying in reasonable detail the nature and extent of such disagreement. If Emmis and Sinclair resolve all disputed items to their mutual satisfaction within 30 days after Sinclair’s receipt of the Notice of Disagreement, that resolution will be binding upon the Parties, and the Preliminary Closing Statement, with such changes, if any, as are so mutually agreed, will become the “Final Closing Statement.”
Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify
Committee Procedures. The Board of Directors shall designate one of the members of the Committee as chairman. The Committee may hold meetings at such times and places as it shall determine. The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing (including via email) by all Committee members, shall be valid acts of the Committee.
If Cosmos wishes to terminate this Agreement pursuant to Section 9.1, Cosmos shall deliver to the and [[Organization B:Organization]] a written notice stating that Cosmos is terminating this Agreement and setting forth a brief description of the basis on which Cosmos is terminating this Agreement. If [[Organization B:Organization]] wishes to terminate this Agreement pursuant to Section 9.1, [[Organization B:Organization]] shall deliver to Cosmos a written notice stating that [[Organization B:Organization]] is terminating this Agreement and setting forth a brief description of the basis on which [[Organization B:Organization]] is terminating this Agreement.
The Executive will report directly to the Company President and promptly upon request will provide such information and reports as reasonably requested from time to time.
Registration Procedures. In the case of each Registration effected by the Company subject to this Article 2, the Company will keep the Holders advised in writing as to the initiation of each Registration and, to the best of knowledge thereof, as to the completion thereof. At its expense, the Company will:
Each Party agrees to use reasonable efforts to make all of its current employees available, if reasonably needed, and agrees that the arbitrators may deem any party as necessary. The arbitrators shall be instructed and required to render a written, binding, non appealable resolution and award on each issue that clearly states the basis upon which such resolution and award is made. The written resolution and award shall be delivered to the Parties as expeditiously as possible, but in no event more than ninety (90) days after conclusion of the hearing, unless otherwise agreed by the Parties. Judgment upon such award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such an award and order for enforcement. Each Party agrees that, notwithstanding any provision of applicable law or of this Agreement, it will not request, and the arbitrators shall have no authority to award, punitive or exemplary damages against any Party.
Registration Procedures. If and whenever the Company is required by the provisions of this Agreement to use its reasonable best efforts to effect the registration of any of the Registrable Shares under the Securities Act, the Company shall:
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