First Agreement Sample Clauses

First Agreement. 2 FMR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 GCL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
Sample 1
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First Agreement. 12.1 The First Agreement is terminated as of the Effective Date and this Agreement substituted therefor. The parties agree and acknowledge that each and every dispute, controversy or claim which did arise or could have arisen out of or relating to the First Agreement is extinguished and resolved and settled as of the Effective Date and that neither party has, had or shall have any obligation or liability to the other with respect to any such dispute, controversy or claim. The parties intending to be bound hereby have caused this Agreement to be signed by their duly-authorized representatives as of the Effective Date. BIO-TECHNOLOGY GENERAL CORP. MEDI-JECT CORPORATION By: /s/ X. Xxxx By: /s/ Franklis Pass ------------------------------ ------------------------------- Name: X. Xxxx Name: Franklin Pass ---------------------------- ----------------------------- Title: CEO Title: Chairman & CEO --------------------------- ---------------------------- APPENDIX A - DEVICE MJ7 Product Description The MJ7 is a needle-free drug delivery system composed of a power pack, a needle-free syringe assembly, an adapter assembly for drawing drug from a traditional glass vial and an adapter cap to serve as a container closure for the drug vial. The power pack is reusable and is connected with the needle-free syringe when injecting or aspirating drug. The device is hand-held and spring powered. The delivered dose can be varied by the user up to the maximum of 0.5 ml in 0.01 ml increments. The needle-free syringe, adapter assembly and adapter cap are the only drug or injection site contacting materials, and these parts and assemblies are provided to the end user as sterile. The device is readied for use, or armed, by manually compressing a spring using a rotating or twisting motion. A similar but opposite twisting motion is used to dose the needle-free syringe when it is attached to the power pack. The drug to be delivered is injected by holding the device against the injection site with slight pressure and in a fashion that the needle-free syringe is in intimate contact with the injection site. Pushing a button which releases the energy stored in the spring triggers the injection. This device includes a safety mechanism that prevents inadvertent firing of the device. The safety is automatically set in the "safe" or non-firing mode when the device is armed. The safety prevents device actuation by preventing the button from being pushed. The device is primarily cylindrical in sh...
Sample 1
First Agreement. For the term of the first agreement the health and welfare plans, and the premium payment arrangements in place on March 22, 2004 shall remain in place with the following:
Sample 1
First Agreement. For the avoidance of doubt, nothing in this Agreement shall modify the terms of compensation payable under the First Agreement for the fiscal year period ended June 30, 2021.
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First Agreement. Unless specifically set forth herein, this Agreement shall not be construed to relieve any party of any obligations of the Parties under the First Agreement entered into on or about May 25, 2019, in Ordinance 17-22.
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First Agreement. 1 Holders.......................................................................8
Sample 1
First Agreement. Buyer acknowledges that the Business was purchased by Seller from Buyer pursuant to an Asset Purchase Agreement, dated as July 31, 1996 (the "First Agreement"), in which Buyer made various representations and warranties to Seller about the Business. To the extent that any of the foregoing representations and warranties, or any representations or warranties contained in any other instrument, certificate, document or agreement delivered by Seller in connection herewith are based upon information provided to Seller by Buyer in connection with the First Agreement, Seller shall have no liability to Buyer with respect thereto, whether pursuant to Section 13.2 of this Agreement or otherwise.
Sample 1
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Related to First Agreement

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • Letter Agreement The Company shall have entered into the Letter Agreement on terms satisfactory to the Company.

  • Amended and Restated Trust Agreement This Trust Agreement is the amended and restated trust agreement contemplated by the Trust Agreement dated as of [___], 20[___], between the Depositor and the Owner Trustee (the “Initial Trust Agreement”). This Trust Agreement amends and restates in its entirety the Initial Trust Agreement.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT.

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

  • Cooperation Agreement At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to, execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC Parent and PCC shall provide each other certain information and other assistance in connection with the collection, administration and/or satisfaction of certain of the Retained Liabilities.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of February 10, 2010 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Waiver and Agreement Neither the failure nor any delay on the part of Lender to exercise any right, power or privilege herein or under any of the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver of any provision in this Loan Agreement or in any of the other Loan Documents and no departure by Borrower therefrom shall be effective unless the same shall be in writing and signed by Lender, and then shall be effective only in the specific instance and for the purpose for which given and to the extent specified in such writing. No modification or amendment to this Loan Agreement or to any of the other Loan Documents shall be valid or effective unless the same is signed by the party against whom it is sought to be enforced.

  • Amended and Restated Agreement This Agreement amends, restates, supercedes and replaces in its entirety the Existing Loan Agreement. As a condition to the effectiveness hereof, the Existing Borrower, on behalf of its relevant fund series, shall have paid to the Bank the aggregate principal amount of all loans, and all accrued and unpaid interest, if any, outstanding under the Existing Loan Agreement through the date hereof. If the foregoing satisfactorily sets forth the terms and conditions of the Committed Line, please execute and return to the undersigned each of the Loan Documents and such other documents and agreements as the Bank may request. We are pleased to provide the Committed Line hereunder and look forward to the ongoing development of our relationship. Sincerely, STATE STREET BANK AND TRUST COMPANY, as Bank By: Name: Title: Acknowledged and Accepted: EACH OF THE BORROWERS LISTED ON APPENDIX I HERETO, for itself or on behalf of each of its respective portfolio series listed on Appendix I hereto severally and not jointly By: Name: Title: Acknowledged: STATE STREET BANK AND TRUST COMPANY, as Custodian By: Name: Title: APPENDIX I FUNDS AND BORROWING PERCENTAGES Name Borrowing Percentage Baron Investment Funds Trust, on behalf of each of: Baron Asset Fund 5.00 % Baron Growth Fund 5.00 % Baron Small Cap Fund 5.00 % Baron Opportunity Fund 5.00 % Baron Fifth Avenue Growth Fund 5.00 % Baron Discovery Fund 5.00 % Baron Durable Advantage Fund 5.00 % Baron Select Funds Trust, on behalf of each of: Baron Focused Growth Fund 5.00 % Baron International Growth Fund 5.00 % Baron Real Estate Fund 5.00 % Baron Emerging Markets Fund 5.00 % Baron Global Advantage Fund 5.00 % Baron Real Estate Income Fund 5.00 % Baron Health Care Fund 5.00 % Baron WealthBuilder Fund 5.00 % Baron FinTech Fund 5.00 % EXHIBIT A PROMISSORY NOTE $100,000,000.00 [Date] For value received, each of the undersigned hereby severally (and not jointly) promises to pay to STATE STREET BANK AND TRUST COMPANY (the “Bank”), or order, at the office of the Bank at One Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx 00000 xx immediately available United States dollars, the principal amount of ONE HUNDRED MILLION DOLLARS ($100,000,000.00), or such lesser original principal amount as shall be outstanding hereunder and not have been prepaid as provided herein, together with interest thereon as provided below. Each Loan shall be payable upon the earliest to occur of (a) 60 calendar days following the date on which such Loan is made, (b) the Expiration Date, or (c) the date on which such Loan otherwise becomes due and payable under the terms of the Loan Agreement referred to below, whether following the occurrence of an Event of Default or otherwise. Interest on the unpaid principal amount outstanding hereunder shall be payable at the rates and at the times as set forth in the Loan Agreement and shall be computed as set forth in the Loan Agreement. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed, including holidays or other days on which the Bank is not open for the conduct of banking business. All Loans hereunder and all payments on account of principal and interest hereof shall be recorded by the Bank. The entries on the records of the Bank (including any appearing on this Note), absent manifest error, shall govern and control as to amounts outstanding hereunder, provided that the failure by the Bank to make any such entry shall not affect the obligation of the undersigned to make payments of principal and interest on all Loans as provided herein and in the Loan Agreement. Following the occurrence of a Default or an Event of Default with respect to any Fund, unpaid principal on any Loan to such Fund, and to the extent permitted by applicable law, unpaid interest on any Loan to such Fund, shall thereafter bear interest, compounded monthly and be payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan under the Loan Agreement. This Note is issued pursuant to, and entitled to the benefits of, and is subject to, the provisions of a certain letter agreement dated January 28, 2015 by and among the undersigned and the Bank (herein, as the same may from time to time be amended, restated, supplemented, modified or extended, referred to as the “Loan Agreement”), but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned makers of this Note to pay the principal of and interest on this Note as herein provided. All terms not otherwise defined herein shall be used as defined in the Loan Agreement. Any of the undersigned may at its option prepay all or any part of the principal of this Note subject to the terms of the Loan Agreement. Amounts prepaid may be reborrowed subject to the terms of the Loan Agreement. Each of the undersigned makers and every endorser and guarantor hereof hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and consents that this Note may be extended from time to time and that no such extension or other indulgence, and no substitution, release or surrender of collateral and no discharge or release of any other party primarily or secondarily liable hereon, shall discharge or otherwise affect the liability of any of the undersigned or any such endorser or guarantor. No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and a waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. This Note shall amend, restate, supersede and replace that certain promissory note dated July 20, 2007 in the original principal amount of $100,000,000 executed by the Existing Borrower in favor of the Bank (the “Existing Note”). Any amounts outstanding under the Existing Note shall be deemed to be outstanding under this Note. This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of The State of New York (without giving effect to any conflicts of laws provisions contained therein).

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

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