IN FURTHERANCE THEREOF the Company irrevocably undertakes and agrees for the benefit of Warrant Holder as follows:
IN FURTHERANCE THEREOF Sample Clauses
Related to IN FURTHERANCE THEREOF
Cooperation; Further Acts The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
Cooperation; Further Assurances Seller shall cooperate with and assist Purchaser, as reasonably requested, in carrying out the purposes of this Agreement. Seller will cooperate and assist Purchaser, as reasonably requested and at the reasonable expense of Purchaser, in obtaining consents from any Owner as may be required or advisable to assign, transfer, deliver, hypothecate, pledge, subdivide, finance or otherwise deal with the Future Excess Servicing Spread. If Seller is terminated under any Servicing Agreement, Seller shall cooperate fully and at its own expense in transferring such Servicing. If Purchaser assigns all or any portion of its Future Excess Servicing Spread or its other rights under this Agreement to a Third Party Assignee, Seller will cooperate and assist any Third Party Assignee in drafting and entering into a Third Party Future Spread Agreement in accordance with Section 12.15.
NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
Taking of Necessary Action; Further Action If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
IN WITNESS THEREFORE that in consideration of the premises and subject to the conditions hereunder and in consideration of the sum of ONE DOLLAR ($1.00) now paid by the Indemnitee to the Indemnitor and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the Indemnitor), the parties agree as follows:
NOW THIS AGREEMENT WITNESSETH 1. Subject to the context the words and expressions used in this Agreement have the same meanings respectively as they have in and for the purpose of the Principal Agreement.
IT WITNESS WHEREOF the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written. ADVANTUS BOND FUND, INC. By ------------------------------------- Xxxxxxx X. Xxxxxxxx, President Attest --------------------------------- Xxxxxxxxx X. Xxxxxxxxx, Treasurer THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY By ------------------------------------- Xxxxxx X. Xxxxxxx, Executive Vice President Attest --------------------------------- Xxxxxx X. Xxxxxxxxx, Senior Vice President, General Counsel and Secretary ADVANTUS CAPITAL MANAGEMENT, INC. By ------------------------------------- Xxxxxxx X. Xxxxxxxx, President Attest --------------------------------- Xxxxxxx X. Xxxxxxxx, Second Vice President - Equity Investments SCHEDULE A TO THE SHAREHOLDER AND ADMINISTRATIVE SERVICES AGREEMENT for ADVANTUS BOND FUND, INC. Minnesota Mutual shall receive, as compensation for its accounting, auditing, legal and other administrative services pursuant to this Agreement, a monthly fee determined in accordance with the following table: Monthly Administrative Services Fee ------------ $3,700.00 The above monthly fees shall be paid to Minnesota Mutual not later than five days following the end of each calendar quarter in which said services were rendered.
IN WITNESS THEREOF the Tenant, Owner, and Program Administrator have indicated their acceptance of the terms of this Contract, including the Exhibits hereto, which are incorporated herein by reference, by their signatures below on the dates indicated. Owner Owner/Landlord Representative Signature Xxxxxxxx Xxxxxxxxxx Prestige Cornerstone, LLC Owner/Property Manager Date:2/4/2021 Tenant Signature Xxxxxxx Xxxxxxx Tenant Date: 2/16/2021 Tenant Signature Xxxxxxx Xxxxxx Tenant 2/16/2021 Date: Program Administrator Authorized Representative Signature Xxxxxxx Xxxxxx Program Administrator Date: 2/16/2021 Attest: City of North Miami, a Florida Municipal Corporation Approve as to Form and Legal Sufficiency Signature Xxxx P.H. Xxxxxx, Esq. City Attorney 2/16/2021 Date: Signature Xxxxxxx Xxxxxxxx, Esq. City Manager 2/17/2021 Date: Signature Xxxxxxx Xxxxxx, Esq. City Clerk Date: 2/17/2021 EXHIBIT A: PROJECT SPECIFIC INFORMATION Parties to this Contract Program Administrator City of North Miami Owner Prestige Cornerstone, LLC Tenant Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxx Contract Dates Contract Start Date: 2/17/2021 Contract End Date: 09/30/2021 Unit & Lease Information Unit (Address and Unit #): 00000 XX 0xx Xxx, Xxx 000, Xxxxx, XX., 00000 Lease Start Date: 11/01/2020 Lease End Date: 10/31/2021 Contract Rent (total due under Lease): $1,200.00 per month Rental Assistance Tenant Contribution: $ per month Rental Assistance Payment: $1,200.00 (Jan) Rental Assistance from Other Programs Is other rental assistance (e.g. Section 8/State/Local funds) received? Yes No If yes, monthly amount of $0.00 paid to Tenant or Owner from (source): Payment Information Rent Payable to: Prestige Cornerstone, LLC Mailing Address: 00000 XX 0 Xxxxxx, Xxxxxx 000, Xxxxx Xxxxx, XX., 00000 Electronic Payment Instructions Financial Institution: N/A Check wil be issued to Landlord/Owner Routing Number: Account Number Account Holder Name: EXHIBIT B: EXISTING LEASE {Attach copy of the Lease for the HOME-TBRA assisted Unit} DocuSign Envelope ID: 0A142499-B76B-4D52-A2C9-12B8560B42C0
Definitions Interpretation 1.1. As used in this Agreement, the following terms have the following meanings:
IN WITNESS WHEREFORE the parties have signed this Agreement on the date first written above. COMPANY: HORIZON PHARMA, INC. HORIZON PHARMA USA, INC. By: Title: Chairman, President & CEO Print Name: Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxxx Signature: As authorized agent of the Company March 16, 2017 Date EXECUTIVE: Xxxxxxx XxxXxxxxx /s/ Xxxxxxx XxxXxxxxx Xxxxxxx XxxXxxxxx, individually March 16, 2017 Date EXHIBIT A RELEASE AND WAIVER OF CLAIMS In consideration of the payments and other benefits set forth in Section 3 of the Executive Employment Agreement dated February 16, 2017, (the “Employment Agreement”), to which this form is attached, I, Xxxxxxx XxxXxxxxx, hereby furnish Horizon Pharma, Inc. and Horizon Pharma USA, Inc. (together the “Company”), with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring relating to my employment or the termination thereof prior to my signing this Release and Waiver. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the California Labor Code (as amended), the California Family Rights Act, and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, this Release and Waiver, shall not release or waive my rights: to indemnification under the articles and bylaws of the Company, any and all indemnification agreements, or applicable law; to payments under Section 4 of the Employment Agreement; under any provision of the Employment Agreement that survives the termination of that agreement; under any applicable workers’ compensation statute; under any option, restricted share or other agreement concerning any equity interest in the Company; as a shareholder of the Company or any other right that is not waivable under applicable law. I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; and (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the seven (7) day revocation period has expired unexercised. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I acknowledge my continuing obligations under my Confidential Information and Inventions Agreement dated March 15, 2017. Pursuant to the Confidential Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the payments and other benefits I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Confidential Information and Inventions Agreement. This Release and Waiver, including my Confidential Information and Inventions Agreement dated March 15, 2017, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: March 16, 2017 By: /s/ Xxxxxxx XxxXxxxxx
