Effectiveness Clause Example with Variations from Business Contracts

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 If this Agreement shall be terminated by the Underwriter Underwriter, because of any failure or refusal on the part of any of the Company and the Selling Stockholders to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any of the Company and the Selling Stockholders shall be unable to perform its obligations under this Agreement, the Company such defaulting party will reimburse the Underwriter with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of its their counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering contemplated hereunder. 29 15. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company and the Selling Stockholders, on the one hand, and the Underwriter on the other hand, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares. (b) Each of the Company and the Selling Stockholders acknowledges that in connection with the offering of the Shares: (i) the Underwriter has acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company, the Selling Stockholders or any other person, (ii) the Underwriter owes the Company and the Selling Stockholders only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriter may have interests that differ from those of the Company and the Selling Stockholders. Each of the Company and the Selling Stockholders waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. View More

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 If this Agreement shall be terminated by the Underwriter Placement Agent, because of any failure or refusal on the part of the Company Partnership Parties to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company Partnership Parties shall be unable to perform its obligations under this Agreement, then the Company Partnership Parties will... reimburse the Underwriter Placement Agent for all out-of-pocket expenses (including the reasonable fees and disbursements of its their external counsel) reasonably incurred by the Underwriter Placement Agent in connection with this Agreement or the offering contemplated hereunder. View More

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company or PBF LLC to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or PBF LLC shall be unable to perform its obligations under this Agreement, the Company and PBF LLC will reimburse the Underwriter for all out-of-pocket... expenses (including the reasonable fees and disbursements of its their external counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering contemplated hereunder. 20 12. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company and PBF LLC, on the one hand, and the Underwriter, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares. (b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriter has acted at arm's length, is not an agent of, and owes no fiduciary duties to, the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. View More

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 If this Agreement shall be terminated by the Underwriter Underwriter, because of any failure or refusal on the part of the Company Partnership Parties to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company Partnership Parties shall be unable to perform its obligations under this Agreement, the Company Partnership Parties will reimburse... the Underwriter for all out-of-pocket expenses (including the reasonable fees and disbursements of its their external counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering contemplated hereunder. View More

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company or PBF LLC to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or PBF LLC shall be unable to perform its obligations -20- under this Agreement, the Company and PBF LLC will reimburse the Underwriter for all... out-of-pocket expenses (including the reasonable fees and disbursements of its their external counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering contemplated hereunder. View More

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 If this Agreement shall be terminated by the Underwriter in accordance with Section 5 or clause (ii) of Section 9 or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any Agreement (other than by reason of a default by the Company shall be unable to perform its obligations under this Agreement,... Underwriter), the Company will reimburse the Underwriter for all reasonable and documented out-of-pocket expenses (including the reasonable and documented fees and disbursements of its counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering Offering contemplated hereunder. hereunder, but the Company shall then have no further liability to the Underwriter except as provided in Section 8 hereof. View More

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Company Partnership to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company Partnership shall be unable to perform its obligations under this Agreement, the Company Partnership will reimburse the Underwriter Underwriters for all out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by the Underwriter Underwriters in connection with this Agreement or the offering contemplated hereunder. View More

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Company Partnership to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company Partnership shall be unable to perform its obligations under this Agreement, the Company Partnership will reimburse the Underwriter Underwriters for all out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by the Underwriter Underwriters in connection with this Agreement or the offering contemplated hereunder. View More

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 If this Agreement shall be terminated by the Underwriter Underwriter, because of any failure or refusal on the part of any of the Company and the Selling Stockholders to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any of the Company and the Selling Stockholders shall be unable to perform its obligations under this Agreement, the Company such defaulting party will reimburse the Underwriter with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of its their counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering contemplated hereunder. View More

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 14 11. Reimbursement of Underwriters' Expenses. If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the ... class="diff-color-red">Underwriter Underwriters for all out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by the Underwriter such Underwriters in connection with this Agreement or the offering contemplated hereunder. View More

Found in Marsh & McLennan contract