Certain Intercompany Agreements Sample Clauses

Certain Intercompany Agreements. TDS and the Aerial Parties, as applicable, shall have executed and delivered (i) the Amended Tax Allocation Agreement, and (ii) the AOC Revolving Credit Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Certain Intercompany Agreements. The parties acknowledge and agree that the Intercompany Agreements listed on Schedule 6.11 ("Intercompany Contracts") hereto shall be terminated as of the Closing Date, and upon termination, MegaTech shall have no further obligations or liabilities thereunder.
Sample 1
Certain Intercompany Agreements. If, on or after the ------------------------------- Closing Date, any Subsidiary conducts any material business or acquires any material assets, the Borrower shall, if requested by the Administrative Agent or the Required Lenders, enter into and cause such Subsidiary to enter into agreements reasonably satisfactory to the Required Lenders providing for any taxes and other expenses of such Subsidiary to be equitably allocated so that the Borrower does not bear any such taxes or expenses that are not fairly attributable to the Borrower.
Sample 1
Certain Intercompany Agreements. Seller shall and shall cause the Acquired Companies to amend, as of the date hereof, without any liability to the Acquired Companies or Purchaser, the Contracts listed on Section 3.10(c)(i) of the Seller Disclosure Letter in the manner set forth on such Section of the Seller Disclosure Letter. Additionally, Seller agrees not to assert, not to cause to be asserted and not to assist any Person in asserting any claim for indemnity or damages or other remedies of any sort under any of the Contracts listed on Section 3.10(c)(i) of the Seller Disclosure Letter.
Sample 1
Certain Intercompany Agreements. (a) Seller shall take (or shall cause one or more of its Affiliates to take) such action as is necessary or advisable to settle, and shall cause to be settled, all balances relating to the period ending on or before the Closing Date (except for amounts that constitute trade payables and receivables for product supplied or services rendered in the ordinary course of business and except as set forth in Section 5.13(a) of the Company Disclosure Letter) between the Company or a Company Subsidiary, on the one hand, and Seller or its Affiliates (other than the Company or a Company Subsidiary), on the other hand (the “Pre-Closing Intercompany Balances”). Seller shall and shall cause its Affiliates (other than the Company and the Company Subsidiaries), on the one hand, to, and Buyer shall, and shall cause the Company, the Company Subsidiaries and their Affiliates, on the other hand, to, fully and finally waive and release, effective as of the Closing Date, any claims, causes of action, losses, liabilities or other rights arising (i) with respect to any Pre-Closing Intercompany Balances or (ii) under any other accounts between the Company or a Company Subsidiary, on the one hand, and Seller or any of its Affiliates (other than the Company and the Company Subsidiaries), on the other hand.
Sample 1
Certain Intercompany Agreements. (a) Effective immediately prior to Closing, (i) all commitments to lend monies under the Member Loan Agreement shall terminate and will be of no further force or effect and any amounts owed by the Company or any Member thereunder will be settled, eliminated or cancelled (in a manner determined by Sellers) and (ii) Cxxxxxx’ obligations under Section 3.09(j) of the Distribution Agreement shall terminate.
Sample 1

Related to Certain Intercompany Agreements

  • Intercompany Agreements The Company may require any Affiliate to enter into such other agreement or agreements as it shall deem necessary to obligate such Affiliate to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly, in respect of such Affiliate's employees.

  • Termination of Intercompany Agreements Without limiting the generality of Section 3.1(e) and subject to the terms of Section 3.1 and Schedule 1.92, each of the parties hereto agrees that, except for this Agreement and the Ancillary Agreements (including any amounts owed with respect to such agreements), all Intercompany Agreements and all other intercompany arrangements and course of dealings whether or not in writing and whether or not binding or in effect immediately prior to the Distribution Time shall terminate immediately prior to the Distribution Time unless the parties thereto otherwise agree in writing after the date of this Agreement.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Sole Agreement This Agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings or written or oral agreements respecting the Agreement’s subject matter.

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Operating Agreement You haves received and read a copy of the Company’s Operating Agreement (the “Operating Agreement”) and agree that your execution of this Agreement constitutes your consent to and execution of the Operating Agreement, and, that upon acceptance of this Agreement by the Company, you will become a member of the Company as a holder of Shares. When this Agreement is countersigned by the Company, the Operating Agreement shall be binding upon you as of the closing date.

  • Certain Additional Agreements If any Registration Statement or comparable statement under state blue sky laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such Holder.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

Time is Money Join Law Insider Premium to draft better contracts faster.