Agreements with the Company. The Stockholder hereby represents that, except for (i) the Investor Rights Agreement, and (ii) any Company Benefit Plan or Company Stock Plan and any customary director indemnification agreement, there are no agreements between the Stockholder or any of its Affiliates, on the one hand, and the Company or any of its Subsidiaries, on the other hand. Prior to or at the Effective Time, the Stockholder shall terminate (including by permitting such agreements to terminate in accordance with their terms) with respect to such Stockholder and its Affiliates all agreements referred to in clause (i) of the foregoing sentence (including the Investor Rights Agreement), in each case without any further cost or Liability to the Company, Parent or their respective Subsidiaries (including by terminating those provisions of and obligations and liabilities under such agreements that would otherwise expressly survive such termination by their terms).
Agreements with the Company. (a) The Sellers shall not, without the prior written consent of the Purchaser, extend, modify, terminate or renew (or take any action to cause the Company to extend, modify, terminate or renew) any Company Contract (including any Reinsurance Contract, except as expressly set forth in clause (b) below), or enter (or agree to enter) into any Contract which would have been a Company Contract had such Contract been in existence on the date hereof.
Agreements with the Company. None of Seller or any of its affiliates is a party to any agreement with the Company regarding, or otherwise has, any right to nominate or designate any member of the Company’s board of directors.
Agreements with the Company. Except to the extent the Company Disclosure Schedule specifically names the Principal Stockholder as a party thereto, neither the Principal Stockholder nor any of its properties or assets is a party or otherwise subject to any Contract to which any Target Company is a party or by which any Target Company or any of its properties or assets is bound or affected.
Agreements with the Company. Except to the extent the Company Disclosure Schedule specifically names such Company Stockholder as a party thereto, neither such Company Stockholder nor any of its properties or assets is a party or otherwise subject to any contract, agreement, instrument or other obligation to which any Target Company is a party or by which any Target Company or any of its properties or assets is bound or affected.
Agreements with the Company. Section 3.5 of the Seller Disclosure Schedule sets forth a complete, accurate and current list of all material contracts, commitments, arrangements, licenses, obligations, indentures, deeds of trust or other instruments or agreements (each, a “Contract”) between the Sellers or any of their affiliates (other than the Company and its Subsidiaries), on the one hand, and the Company or any of its Subsidiaries (as defined below), on the other hand (collectively the “Company Contracts”), including any Contract pursuant to which the Sellers provide reinsurance to the Company or any of its Subsidiaries (or vice versa), any related arrangement pursuant to which the Sellers have collateralized (to the Company or its Subsidiaries or to any third party) their obligations under such Contracts or any Contract pursuant to which the Seller has authorized the Company or any of its Subsidiaries to underwrite insurance on its behalf (or vice versa) (collectively, the “Reinsurance Contracts”). The Sellers have previously delivered to the Purchaser the Sellers’ forecasted Case and IBNR reserves for the Reinsurance Contracts as of each quarter end in 2005. Each Company Contract is a valid and binding obligation of the Sellers or their affiliates and, to the knowledge of the Sellers, is a valid and binding obligation of the Company or its Subsidiaries, as applicable, and is in full force and effect and enforceable by the applicable Seller or its affiliates, on the one hand, and the Company or its Subsidiaries, on the other hand, in accordance with its terms. Each of the Sellers or their applicable affiliates has performed, and to the knowledge of the Sellers, each of the Company and its Subsidiaries has performed, all material obligations required to be performed by it under each Company Contract, and there has been no breach or default or claim of default by it or, to its knowledge, by the Company or any of its Subsidiaries, under any provision thereof and no event has occurred which, with or without notice, the passage of time or both, would constitute a breach or default by it, or, to its knowledge, the Company or any of its Subsidiaries as applicable, under any provision thereof or that would permit modification, acceleration or termination of any Company Contract by any of the Sellers or their affiliates, on the one hand, or the Company or any of its Subsidiaries, on the other hand, or any other party thereto. Except as set forth in Section 3.5 of the Seller Disclosure Sche...
Agreements with the Company. Such Holder is not a party to any registration rights agreement with the Company, or any agreement pertaining to such Holder’s ownership of the Warrants, the Existing Common Shares or the Common Stock issuable upon consummation of the Warrants (the “Warrant Shares” and together with the Existing Common Shares and any other shares of Common Stock acquired by the Holders prior to the Effective Time, the “Shares”), which will survive the consummation of the Merger.
Agreements with the Company. The Company shall not enter into any significant transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, with any entity in which either Member (or any affiliate of either Member) has any interest, except (i) on an arms-length basis, or (ii) as specifically approved by both Members. With respect to any agreement between the Company and one of the Members, termination of such agreement based upon a breach, default or other action, inaction or condition of such contracting Member shall be made in the sole determination, and with the sole approval, of the non-contracting Member. In consideration for management services rendered to the JV, Roger Karam will receive minimum moxxxxx xxxxxnsation of 10% of monthly collected revenue, not to exceed $15,000 per month, paid monthly within 15 days of the month's close. Any deficiency in funds available for such payment will be made out of the combined budgetary allocation for third party distribution and direct sales bonuses and commissions.
Agreements with the Company. Except as listed by the Company on Schedule 3.10, neither the Seller nor any of its Affiliates is a party or otherwise subject to any Contract to which any Group Company is a party or by which any Group Company or any of the assets of any Group Company is bound.
Agreements with the Company. Except as set forth in the Disclosure Letter, there are no material transactions or Contracts between the Company or its Subsidiaries or Yahoo!, SOFTBANK or any Xxxx Investor, on the one hand, and him or any Person he controls, on the other hand, that are in effect.
