Future Business. The Seller agrees to act in good faith to attempt to select PPDA and/or its affiliates for all its services and to place all its business on PPDA' internal programs. The Seller shall not be bound by this provision should the Seller determine that the use of PPDA's program place the Seller at a competitive disadvantage to other programs offered through competitors of PPDA.
Future Business. The Company and the Subsidiaries agree that they will, and the Stockholders will cause the Company and the Subsidiaries and all other subsidiaries of the Company and the Subsidiaries to, conduct all business (for avoidance of doubt, this shall include all future business activities of the Company and the Subsidiaries) other than the Existing Business ("New Business") exclusively through the New L.L.C. or through one or more Mirror Companies as further set forth in Section 6.02(c) below. The Company, the Subsidiaries and the Stockholders agree that a "Mirror Company" shall mean a limited liability company (or limited partnership for projects in Texas or other states in which a substantial tax or other benefit to the Purchaser or the Company makes use of a limited partnership more reasonable) formed by the Purchaser and the Company and the Subsidiaries. The Company, the Subsidiaries and the Stockholders agree that (1) each Mirror Company operating agreement shall be in the form of the operating agreement attached hereto as Exhibit C (appropriately conformed if the entity is a limited partnership) and that the Company, the Subsidiaries and the Purchaser shall enter into each such operating agreement, and (2) each Mirror Company will be structured so as to be a pass-through entity for federal and state tax purposes. The Company, the Subsidiaries and the Stockholders acknowledge and agree the Purchaser's right to an interest in each Mirror Company as set forth in Exhibit C and Section 6.02(d) in consideration of the capital contribution of $30,000,000 by the Purchaser to the New L.L.C.
Future Business. 5. Employee recognizes that he is employed at the highest levels of the Company and has access to the Company's most sensitive and confidential information, including long-range projections, marketing strategies, and other Company Data. Employee also agrees that Company's market extends to many states throughout the United States and that limiting the scope of this Agreement to South Carolina will not protect Company's legitimate business interests. Employee covenants and agrees, therefore, that during the Restricted Period, he will not work for a Competing Company (as defined below) in the Company's Market Territory (as defined below), including without limitation, as proprietor, partner, investor, shareholder, director, officer, employee, consultant, independent contractor, or otherwise; provided, however, that the foregoing restriction shall not prohibit Employee from being a passive investor owning less than 10% equity interest in a publicly traded company.
Future Business. There was a discussion on the use of Local Growth Fund. It was agreed that the sub group should seek to facilitate work to finalise what the funding would be used to deliver. There was discussion of the Breckland Bridge Project. The group asked that a representative could attend the next sub group to allow an understanding of their work. Thir d Thir d Thir explained that a bid was being developed to extend dnavigation from Xxxxxxx along to Thetford the Little Ouse. The group was supporting of the bid and agreed it should be recognised in an emerging IDP The group discussed the resources required to carry out the Thir d
Future Business. During negotiations there were several public statements about the possibility of a new Chrysler Assembly Operation built in Windsor. In the event that the Company is a successful bidder, the Company agreed to discuss possible placement opportunities for TDS employees.
Future Business. Purchaser is only obligated to purchase products from Seller under a specific order. Purchaser has no obligation to place future orders with Seller and is not obligated to continue to do business with Seller by oral agreement, course of dealing, concepts of contracts of indefinite duration and business expectancy or otherwise.
Future Business. Buyer is aware that current forecasts show a decrease in revenues in 1998 compared to 1997 and that this reduction in sales could lead to reductions in head count at Beienheim (in the order of over 40 employees approximately). Buyer assumes all liabilities caused by the termination of these employees and shall release Seller from all claims resulting from the potential termination of their employment.
Future Business. RSA represents and warrants that it has no present --------------- intention of entering the escrowed key repository business.
Future Business. From the date hereof through the Closing, the Purchaser will continue to sell inventory to the Seller in its ordinary course and will continue to extend open credit to the Seller.
Future Business. Purchaser or its Affiliates as of the date hereof shall purchase goods or services from Parent or its Affiliates during the three (3) years following the Closing Date (the “Synapse Service Period”) in an amount aggregating $3,472,500 (the “Guaranteed Amount”), with Purchaser paying at least $1,000,000 during the first year (in installments of $83,333 per month) following the Closing Date, at least $1,150,000 during the second year (in installments of $95,833 per month) following the Closing Date and at least $1,322,500 during the third year (in installments of $110,208 per month) following the Closing Date. The Guaranteed Amount shall be paid by Purchaser in the amount of the monthly installments as set forth in the preceding sentence commencing on the first full month following the Closing, which monthly installments shall be paid to Parent by direct deposit by the third business day of the applicable month by wire transfer of immediately available funds to the following account of Parent: Fleet Bank Account No. 9418960069; ABA No. 000000000 (such account may be changed by Parent upon prior written notice to Purchaser) with the first such installment being paid on or before September 5, 2002. The parties recognize that, separate and apart from making payment of the Guaranteed Amount, Purchaser may be buying goods or services from Parent during the Synapse Service Period and, therefore, Parent and Purchaser agree that promptly following each three (3) month period during the Synapse Service Period, the parties shall conduct a “true-up” to reconcile any amounts that may be due to Purchaser (based on any overpayments for such goods or services) and Purchaser shall be entitled to a credit in such amount for any future goods or services to be purchased from Parent; provided that if during the applicable one (1) year period Purchaser has not purchased services aggregating the minimum amount for such year, Purchaser shall not be entitled to any credit for future periods, nor shall payments in excess of the minimum amount in any year reduce the minimum amount in subsequent years. Notwithstanding anything to the contrary set forth herein, in order to satisfy the Guaranteed Amount, Purchaser agrees that no more than twenty-five percent (25%) of the Guaranteed Amount will consist of goods purchased by Purchaser from Parent in any applicable twelve (12) month period. Further, notwithstanding the first sentence of this Section 7.9, the services to be purchased by Purc...
