Further to Chapter 13 (Transparency): (a) each Party shall maintain or establish appropriate mechanisms for responding to inquiries from interested persons regarding its laws and regulations relating to the subject matter of this Chapter; (9) (b) at the time it adopts final laws and regulations relating to the subject matter of this Chapter, each Party shall, to the extent possible, including upon request, take into consideration of substantive comments received from interested persons with respect to the proposed laws and regulations; and (c) to the extent possible, each Party shall allow a reasonable period of time between publication of final laws and regulations and their effective date.
Further Effect The parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this Agreement, as long as the terms and provisions of the other documents are fully consistent with the terms of this Agreement.
Terms Defined in the Indenture All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.
Terms Defined in this Agreement The following terms when used in this Agreement shall have the following definitions:
Terms Defined in the Credit Agreement All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
FURTHER TERMS For a period of three years following the date hereof, Buyer shall not contact Seller's employees, customers, landlords, or suppliers, or otherwise observe or monitor the Business, without Seller's consent; nor shall Buyer directly or indirectly solicit for employment any employees of Seller. Seller and Xxxxxx's successors, and Broker if applicable, are specifically intended to be beneficiaries of the duties and obligations of this Agreement and may prosecute any action at law or in equity necessary to enforce its terms and conditions as though a party hereto. This Agreement can only be modified in writing, signed by both Xxxxx and Seller. Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach. This Agreement supersedes all prior understandings or agreements between the parties with respect to its subject matter. This Agreement shall be construed under and governed by the laws of the State of the State of California. The venue for any action instituted to enforce any terms of the Agreement shall be in the County and State where Seller’s principal placed of business located. Buyer acknowledges that it would be extremely difficult to measure the amount of damages to Seller and/or Broker arising from a breach or threatened breach of any provision of this Agreement, and that money damages would be an inadequate remedy. Seller and/or Broker shall be entitled to temporary and permanent injunctive relief to restrain the Buyer from any such breach or threatened breach. This Agreement may be signed in counterparts and faxed or emailed, and electronic signatures may be considered as originals. If Buyer is a corporation, limited liability company, partnership, or other such entity, the undersigned executes this Agreement on behalf of Buyer and represents and warrants that he or she is duly authorized to do so. In the event of any litigation to enforce this Agreement, the prevailing party shall be entitled to recover all costs and expenses incurred, including reasonable attorneys' fees and court costs, in addition to such other relief as may be awarded. Buyer acknowledges retention of a fully completed copy of this Agreement. If the Owner (Seller) of any respective Business is selling such Business on their own through the EVERGREENGOLD® BizFSBO™ Business for Sale by Owner Advertising Service of Xxxxxxx X. Xxxxx then they are doing so without an agent or broker andarenot represented by an agent, broker, or intermediary, and no agent, broker, or intermediaryis involved on behalf of Buyer, Seller, or any other party. Our agreements with Sellers require that we obtain evidence of financial ability before disclosing the name and location of the business. Please fill out below. If there is some information you cannot disclose, please advise. Your information will be held in strict confidence by Xxxxxx and Seller. Are you currently employed? Yes No | Present Occupation/Business: Current Income/Year: $ Own a business in the past? Yes No | Own a business currently? Yes No | What type?: Previous Occupation(s)/Business(es): Funds for down payment: $ Source(s) of funds: Savings 401K Other Retirement Funds Home Equity Loan Other Your Approximate Net Worth: $ [ASSETS (home, real estate, savings, stocks, etc.) MINUS DEBTS (mortgage, credit cards, car loans, etc.)] ACQUISITION TARGET: Targeted price range $ _ "Owner Benefit" or “Cash Flow” you prefer: $ BUYER: Signature: Date: Individual Name (Printed): _ Title (if applicable): Name of Buying Entity (“Inc.,” “Corp.,” ”LLC,” if any): Email Address: Phone: ( ) - Mailing Address:
Terms Defined in the Original Agreement Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement shall have the same meanings whenever used in this Amendment.
Terms Defined Elsewhere in this Agreement For purposes of this Agreement, the following terms have meanings set forth in the sections indicated: Term Section AAA Accounts Receivable 12.5 2.1(i) Agreement Preamble Arbitrator 12.5 Assumed Liabilities 2.3 Belgian Activities 1.1 (in Business definition) Closing 5.1(a) Closing Date 5.1(a) Confidentiality Agreement 12.7 Covenant Survival Period 10.1(b) Decision Disputes Elop 12.5 12.5 6.8(ii) Escrow Agent 10.5 Escrow Agreement 10.5 Escrow Fund 10.5 Exchange Act 1.1 (in Affiliate definition) Excluded Assets 2.2 Excluded Liabilities 2.4 Extraordinary Damages Financial Statements 1.1 (in Damages definition) 6.4(a) Foreign Tax Withholding Certificate 8.11 IAS 6.4(v) Indemnification Claim 10.4(b) IRI Project 6.8(ii) ISA 6.4(iii) MediVision ESE Report 6.4(i) MediVision Product 6.17 MediVision Product Certifications 6.18 MediVision Recommendation 6.2(ii) OCS Funded Technology 6.15(i) Post-Closing Covenants 10.1(b) Pre-Closing Covenants 10.1(b) Pre-Closing Tax Period 11.3(a) Purchased Assets 2.1 Purchased Shares 3.1 Purchased Trade Secrets 6.8(iii) Purchaser Preamble Purchaser Documents 7.2(i) Purchaser Indemnified Parties 10.2(a) Seller Preamble Seller Disclosure Letter 6 Seller Documents 6.2(i) Seller Indemnified Parties 10.3(a) Seller Material Adverse Effect 6.1 Seller Material Agreements 6.9(iii) Software Products 6.8(vi) Subsidiary 6.1 Survival Period 10.1(b) Tax 6.16 Tax Claim 11.4(b) Tax Return 6.16 Termination Date 5.2(a) Total Consideration 4.1 Transaction Documents 7.2(i) Transfer Taxes 11.1 Warranty Survival Period 10.1(a)
Further Actions and Assurances At any time and from time to time, each party agrees, at its or their expense, to take actions and to execute and deliver documents as may be reasonably necessary to effectuate the purposes of this Agreement.
Opinions of Counsel for the Company The Underwriter shall have received on each Closing Date
