Effect on Affiliates Sample Clauses

Effect on Affiliates. (a) In the event that there is a Change of Control where Adaptive is the Acquired Entity, then for purposes of this Section 8.1, “
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Effect on Affiliates. Harrisburg agrees that the provisions of this Article IV shall bind Harrisburg and its Affiliates existing as of the Effective Date (“Current Affiliates”). Despite the foregoing, if any Current Affiliates are deemed not to be bound hereby, Harrisburg agrees that it shall be liable to TD for breach of this Article IV for any act or omission by any Current Affiliate that would breach this Article IV if committed by Harrisburg. Notwithstanding Section 10.2(a), if Harrisburg is acquired by or merged into any third party after the Effective Date (an “Acquiror”), or if Harrisburg acquires another banking company after the Effective Date (an “Acquired Business”) Harrisburg’s obligations in Sections 4.1-4.5 and TD’s release in Section 4.6 shall be unchanged with respect to Harrisburg’s legacy branches and business operations and the continuation of such business operations (including new branches of the Harrisburg business) after the relevant transaction is effectuated, but shall not bind or extend to or from any legacy branches of the Acquiror or the Acquired Business (including new branches of the Acquiror or the Acquired Business), and the Parties and their Affiliates and any Person acquired or acquiring such business would reserve their rights in this regard. For clarity, if Harrisburg acquires “Comet Bank” or is acquired by “Comet Bank,” (x) Harrisburg’s obligations in Sections 4.1-4.5 and release in Section 4.6 would not bind or extend to the legacy Comet Bank branches; (y) TD and its Affiliates would reserve all rights to assert infringement or other claims arising from the use of Comet Bank’s trade dress and trademarks and Comet Bank will reserve all rights and defenses with respect thereto; and (z) Harrisburg could not use the Prior Marks in connection with any bank branches of “Comet Bank” in the Territory. This section does not alter, modify, or limit the provisions of Section 4.1(b) above.
Sample 1
Effect on Affiliates. The Parties agree to cause each of their respective Affiliates to comply with the foregoing provisions mutatis mutandis as if such Affiliate were a party hereto and each Party agrees to indemnify the other Party against any loss, cost, expense or liability (including without limitation, reasonable attorneys’ fees and expenses) resulting from any failure to cause such Affiliate to so comply.
Sample 1
Effect on Affiliates. The terms of this Agreement shall apply, at HMO's sole election, to any health maintenance organization or other entity related to or affiliated with HMO, including but not limited to Blue Cross and Blue Shield of Maryland, Inc., its subsidiaries, affiliates, and related entities.
Sample 1

Related to Effect on Affiliates

  • Effect on Other Plans An election by the Executive to resign after a Change in Control under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 5 hereof, and except that the Executive shall have no rights to any severance benefits under any severance pay plan.

  • Effect on Employment Neither the grant of the Stock Option, nor the issuance of Shares upon exercise of the Stock Option, will give the Optionee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

  • Effect on Agreement Except as expressly set forth herein, the terms and conditions of the Agreement shall remain in full force and effect. In the event of any inconsistency between the Agreement and this Amendment, the terms of this Amendment shall control.

  • No Effect on Service Nothing in this Agreement or in the Plan shall be construed as giving the Participant the right to be retained in the employ or service of the Company or any Affiliate thereof. Furthermore, the Company and its Affiliates may at any time dismiss the Participant from employment or consulting free from any liability or any claim under the Plan or this Agreement, unless otherwise expressly provided in the Plan, this Agreement or any other written agreement between the Participant and the Company or an Affiliate thereof.

  • Certain Business Relationships With Affiliates No Affiliate of the Parent or of any of its Subsidiaries (a) owns any property or right, tangible or intangible, which is used in the business of the Parent or any of its Subsidiaries, (b) has any claim or cause of action against the Parent or any of its Subsidiaries, or (c) owes any money to, or is owed any money by, the Parent or any of its Subsidiaries. Section 3.26 of the Parent Disclosure Schedule describes any transactions involving the receipt or payment in excess of $1,000 in any fiscal year between the Parent or any of its Subsidiaries and any Affiliate thereof which have occurred or existed since the beginning of the time period covered by the Parent Financial Statements.

  • Effect on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:

  • No Effect on Employment Subject to any employment contract with the Employee, the terms of such employment will be determined from time to time by the Company, or the Subsidiary employing the Employee, as the case may be, and the Company, or the Subsidiary employing the Employee, as the case may be, will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause. The transactions contemplated hereunder and the vesting schedule set forth on the first page of this Agreement do not constitute an express or implied promise of continued employment for any period of time. A leave of absence or an interruption in service (including an interruption during military service) authorized or acknowledged by the Company or the Subsidiary employing the Employee, as the case may be, shall not be deemed a Termination of Service for the purposes of this Agreement.

  • Effect on Obligations Termination of this Agreement pursuant to this Article shall terminate all obligations of the parties hereunder, except for the obligations under Sections 12.8 and 12.11 hereof and the obligations set forth in the next succeeding sentence of this Section 10.2. Upon any termination of this Agreement each party hereto will redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, and all copies of such materials, whether so obtained before or after the execution hereof, to the party furnishing the same.

  • Certain Business Relationships Neither Parent nor any of its affiliates is a party to any Contract with any director, officer or employee of the Company or any Company Subsidiary.

  • Effect on Other Plans and Agreements An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 8 hereof, and except that the Executive shall have no rights to any severance benefits under any Company severance pay plan, offer letter or otherwise. In the event that the Executive is party to an agreement with the Company providing for payments or benefits under such plan or agreement and under this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both. Further, Section 5 and Section 6 of this Agreement are mutually exclusive and in no event shall the Executive be entitled to payments or benefits pursuant to both Section 5 and Section 6 of this Agreement.

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