Certain Other Obligations. From and after the date hereof until the Closing, the Company shall comply with the terms of Section 6.16 of the Stockholders Agreement, as if set forth herein; provided that none of the Company or its Affiliates shall be required to pay any commitment or other fee, incur or reimburse any costs or expenses or incur any other liability or obligation of any kind in connection with the foregoing, except to the extent the Purchaser promptly reimburses the Company therefor in accordance with the next sentence hereof. The Purchaser shall promptly reimburse the Company for all reasonable, documented out-of-pocket costs and expenses incurred by the Company or any of its Affiliates in connection with the foregoing cooperation taken at the request of the Purchaser and shall indemnify and hold harmless the Company and its Affiliates from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with such cooperation.
Certain Other Obligations. All transfer, documentary, sales, use, stamp, registration and other similar transaction type Taxes, and all duties, conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement (collectively “Transfer Taxes”), shall be paid by Buyer when due, and, except to the extent Sellers receive refunds of Transfer Taxes paid by Buyer (either directly or indirectly as reimbursement to Sellers) under this Section 11.4, notwithstanding any provision of the Laws of Jamaica which may entitle them to do so, Buyer shall not seek recovery or reimbursement from Sellers by any means. Buyer will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes.
Certain Other Obligations. Except as set forth in Section 3.10(i) of the Company Disclosure Schedule, the termination of, or withdrawal from, any employee pension benefit plan within the meaning of sub-paragraph 3(2) of ERISA (including any single employer, multiple employer or multiemployer plan) or subject to Title IV of ERISA by the Company or any corporation or other entity that is, or at any time was, a subsidiary of the Company or would be treated under Section 414 of the Code as single employer with the Company has not, and will not, subject the Company (or any subsidiary of the Company) to any liability of or to any governmental authority, corporation or other person or such employee pension plan that individually or in the aggregate would have a Company Material Adverse Effect.
Certain Other Obligations. At the Closing, the Purchaser and the Company shall enter into the Charter Agreements. From and after the date hereof until the Closing, the Company shall comply with the terms of Section 6.16 of the Stockholders Agreement, as if set forth herein; provided that none of the Company or its Affiliates shall be required to pay any commitment or other fee, incur or reimburse any costs or expenses or incur any other liability or obligation of any kind in connection with the foregoing, except to the extent the Purchaser promptly reimburses the Company therefor in accordance with the next sentence hereof. The Purchaser shall promptly reimburse the Company for all reasonable, documented out-of-pocket costs and expenses incurred by the Company or any of its Affiliates in connection with the foregoing cooperation taken at the request of the Purchaser and shall indemnify and hold harmless the Company and its Affiliates from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with such cooperation.
Certain Other Obligations. (a) Curis acknowledges that the Scientific Advisor is an employee of the Institute, and is subject to the Institute’s policies, including policies concerning consulting, conflicts of interest, and intellectual property.
Certain Other Obligations. (a) Buyer and Sellers must use their respective Best Efforts to consummate the Contemplated Transactions. Buyer shall pay (i) all of Sellers' reasonable documented "outside" costs and expenses associated with seeking HSR Act approval and/or expiration of any applicable waiting period under the HSR Act, including, but not limited to, lawyers, experts, and consultants' fees; and (ii) all of Sellers' costs of defense, if any, incurred in defending an action described in SECTION 6.2(c), unless such action relates solely to an act of any Seller or a Related Person of any Seller, in an amount up to US$125,000, and thereafter shall pay one-half of such costs and expenses; PROVIDED, that the aggregate amount payable to Sellers pursuant to Sections 6.2(a)(i) AND (ii) shall not exceed US$375,000. Notwithstanding the foregoing, if the parties do not consummate the Contemplated Transactions as a result of a challenge by the Federal Trade Commission or the Department of Justice, Buyer shall pay all of Sellers' costs and expenses pursuant to Sections 6.2(a)(i) AND (ii) up to a maximum of $500,000. Subject to the following provisions, Buyer and Sellers will use their Best Efforts to facilitate early termination or expiration of the applicable waiting period under the HSR Act.
Certain Other Obligations. In addition, Enron Power acknowledges that between the Effective Date and the earlier of the Effective Date or the termination of this Agreement CNF will not be performing any obligations under the Partnership Agreement relating to the performance of the Construction Contract, including the obligation under Article 11 with respect to obtaining a payment and performance bond.
Certain Other Obligations. (a) The Company recognizes that the Scientific Advisor's primary responsibility is to Harvard University and the Xxxxxx Xxxxxx Medical Institute (the "Institute") (collectively, the "Institutions") and that the Scientific Advisor has entered into certain agreements with, and is subject to certain policies of, the Institutions relating to the ownership of intellectual property, conflicts of interest and similar matters (the "Institution Rules"), copies of which has been provided to the Company. If any provisions of this Agreement are in conflict with the Institution Rules, the Institution Rules will govern and control to the extent of such conflict. The Scientific Advisor shall not disclose to the Company any information that (i) the Scientific Advisor is obligated to keep secret pursuant to a confidentiality agreement with the Institutions or any other third party or (ii) constitutes technology, inventions or other intellectual property of the Institutions or any other third party.
Certain Other Obligations. In addition to the provisions of Section 14.5.3(a) above and 14.5.4 below, in the event that TWT terminates the Development Program as a result of the material breach of TWAgbio, TWT's obligations (but not its rights) under Article 7 shall terminate.
Certain Other Obligations. Except as set forth in Section 4.10(i) of the Sierra Pacific Disclosure Schedule, the termination of, or withdrawal from, any employee pension benefit plan within the meaning of (S) 3(2) of ERISA (including any single employer, multiple employer or multiemployer plan) or subject to Title IV of ERISA by Sierra Pacific or any corporation or other entity which is, or at any time was, a subsidiary of Sierra Pacific or would be treated under Section 414 of the Code as single employer with Sierra Pacific has not, and will not, subject Sierra Pacific (or any subsidiary of Sierra Pacific) to any liability of or to any governmental authority, corporation or other person or such employee pension plan which individually or in the aggregate would have a Sierra Pacific Material Adverse Effect.
