Background of Agreement. ● The Company desires to employ Executive as its Executive Vice President and Chief Financial Officer, and Executive desires to accept such employment. ● This Agreement provides, among other things, for base compensation for Executive, a term of employment and severance payments in the event Executive is terminated without Cause or by reason of a Change of Control of the Company. In consideration of the foregoing, the Company and Executive agree as follows:
Background of Agreement. 1.1 LICENSOR represents that it has certain intellectual property pertaining to services and technologies in the field of teleradiology, in respect to which it is prepared to grant a nonexclusive license to LICENSEE.
Background of Agreement. A. The parties have signed an agreement in principle to enter into a purchase order assignment program under which the Manufacturer will assign customer purchase orders to the Contractor and request the Contractor to purchase the required materials to fulfill such purchase orders; the Contractor will retain the Manufacturer to manufacture, process and ship ordered goods; and fees will be paid to the Manufacturer for its services upon payment to the Contractor for the goods.
Background of Agreement. Executive is being hired as the Vice President, Marketing, of the Company and is employed on an at-will basis. · The Company and Executive desire to memorialize the terms and conditions of Executive’s employment, including additional terms and conditions which have been approved by the Company’s Board of Directors. In consideration of the foregoing, the Company and Executive agree as follows:
Background of Agreement. 2.1 Description The rights obtainable by You to use Media available on the Site are outlined in this Agreement. This Agreement is in addition to all previous agreements. If there is any conflict between this Agreement and the above mentioned agreements (all of which are incorporated by reference), the terms of this Agreement shall prevail.
Background of Agreement. Employee desires to continue in the employ of the Employer, and desires certain protections and benefits; and Employee is currently employed pursuant to an employment agreement with an expiration date of May 31, 2007, which Employee and Employer desire to mutually terminate, with no liability on the part of either of them arising out of such termination; Employee and the Employer deem it to be in their respective best interests to enter into an agreement providing for compensation and benefits for Employee pursuant to the terms stated in this Agreement; and The Employer desires to place reasonable restraints upon Employee’s ability to compete with the Employer during a specified period immediately following Employee’s termination from employment; Accordingly, in consideration of the mutual promises and agreements contained herein, the parties hereto agree to the following:
Background of Agreement. Pursuant to the terms of that certain Agreement and Plan of Merger, dated August 27, 2015 (the “Merger Agreement”), among Parent, Provenance Merger Sub Inc., a Delaware corporation and an indirect Subsidiary of Parent and direct Subsidiary of the Borrower (“Merger Sub”), and Lake Region Medical Holdings Inc., a Delaware corporation (the “Company”), Parent will acquire the Company and its Subsidiaries through the merger of Merger Sub with and into the Company with the Company being the survivor of such merger (the “Merger”) and becoming a Subsidiary Guarantor hereunder and assuming (without taking of any further action) all Obligations of Merger Sub under this Agreement and the other Loan Documents. The Borrower has requested that the Lenders provide the senior secured credit facilities provided for herein, which consist of (a) a revolving credit facility in an initial aggregate principal amount of Two Hundred Million Dollars ($200,000,000) with a letter of credit subfacility in an initial aggregate principal amount equal to Thirty Million Dollars ($30,000,000) and a swingline subfacility in an aggregate principal amount equal to Fifteen Million Dollars ($15,000,000), (b) a Term A Loan facility in an initial aggregate principal amount of Three Hundred Seventy Five Million Dollars ($375,000,000), and (c) a Term B Loan facility in an initial aggregate principal amount of One Billion Twenty Five Million Dollars ($1,025,000,000). Parent and its direct and indirect Subsidiaries (including Merger Sub) will derive substantial benefits from the Facilities. In addition to providing financing for the Merger transaction referenced above, the Borrower may, among other things, use certain proceeds of the Loans hereunder to repay existing indebtedness of the Borrower, Parent and certain Subsidiaries, to make capital contributions in, and extend credit to, its U.S. Subsidiaries (including Merger Sub) and, to the extent permitted hereby, its Foreign Subsidiaries. Such access to capital provided to the foregoing Subsidiaries through this financing is on terms that are more advantageous to such Subsidiaries than such Subsidiaries could obtain if they accessed capital independently. Accordingly, the Facilities provided for in this Agreement are to be guaranteed by Parent and, subject to the next sentence, Parent’s U.S. Subsidiaries from time to time, and secured by the equity of the Borrower and the other material personal property of the Guarantors comprising the Collateral....
Background of Agreement. A. DigitalRights is in the business of identifying and monitoring illegal downloads of copyrighted content, forwarding Digital Millennium Copyright Act (“DMCA”) notices, and providing a settlement collections model for copyright owners and administrators for online peer-to-peer (“P2P”) infringements of their content.
Background of Agreement. 1.0 Antecip owns or controls the rights to a proprietary drug product, more particularly described hereafter as the “Licensed Product”.
Background of Agreement. The Company desires to employ Executive as its Chief Financial Officer and principal accounting officer, and Executive desires to accept such employment. • This Agreement memorializes the terms and conditions of Executive’s employment. In consideration of the foregoing, the Company and Executive agree as follows:
