Long Form Agreement Sample Clauses

Long Form Agreement. Until such time as this agreement is superceded by a long form agreement, it will represent the binding agreement for both parties. Xxxxxxx X. Xxxxxxx Imax Corporation
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Long Form Agreement. The parties shall use their commercially reasonable efforts promptly to negotiate and to enter into a Long-form agreement (the "Long-form Agreement") incorporating the terms and conditions set forth herein. Notwithstanding the foregoing, the parties expressly acknowledge and agree that this Letter Agreement shall constitute a binding agreement between them subject only to the conditions set forth herein and others customary for transactions of this type. If such Long-form Agreement is not executed and delivered on or prior to January 15, 2002, then (a) this Letter Agreement shall constitute such Long-form Agreement, (b) the parties shall promptly proceed to the Closing and to consummate the transactions contemplated hereunder and the obligations of the parties shall be governed by this Letter Agreement, and (c) all references herein to the Long-form Agreement shall be deemed references to this Letter Agreement. This Letter Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter, except to the extent otherwise provided herein.
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Long Form Agreement. At the written request of Infogrames, made on or before December 15, 2007, the parties shall enter into good faith negotiations and enter into a long form intercompany services agreement on or before January 18, 2008 encompassing the terms set forth in this Intercompany Services Agreement and such other business and legal terms and conditions (including, without limitation, customary mutual representations, warranties, indemnities, limitations of liability and confidentiality obligations.) upon which the parties hereto may mutually agree (such long form distribution agreement being referred to herein as the "Long Form Intercompany Services Agreement"). The parties expressly acknowledge and agree that if the Long Form Intercompany Services Agreement is not executed by the parties, this Intercompany Services Agreement shall remain in full force and effect. 5 20.
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Long Form Agreement. The parties intend to enter into a long-form agreement which shall incorporate the foregoing terms and other terms and conditions standard in the motion picture and television industries (including without limitation, relating to representations, warranties and indemnity, suspension and termination, force majeure, and insurance), which shall be negotiated in good faith within normal industry parameters. Unless and until such long form agreement is executed by the parties, this Agreement shall be fully binding when signed by the parties.
Sample 1
Long Form Agreement. Upon acceptance of Buena Vista, this Letter Agreement shall represent a binding agreement between Buena Vista and Macrovision which reflects substantially all fee-related economic terms related to Buena Vista's application of Macrovision's copy protection process to Videocassettes and DVD titles, until such time as a long form agreement incorporating the terms and conditions of this Letter Agreement has been executed by the parties. Macrovision and Buena Vista shall use their reasonable XX. XXXXX XXXXXXXX -4- 1/14/97 CONFIDENTIAL efforts to negotiate in good faith and prepare and execute within sixty days of acceptance by Buena Vista of this Letter Agreement such long-form agreement. Buena Vista acknowledges that, due to the "mechanics" of actually applying copy protection to DVDs, Macrovision requires DVD authoring facilities and DVD replicators to sign license agreements with Macrovision which grant them the rights to set Macrovision's copy protection trigger bits to their "on" position for DVD titles and/or replicate DVDs for which Macrovision's copy protection trigger bits have been set to their "on" position. Macrovision agrees that, with respect to Buena Vista DVDs to which copy protection is applied in connection with this Letter Agreement, such licenses will not require such authoring facilities or replicators to pay fees of any kind to Macrovision. Xxxxx, if the above terms are acceptable to Buena Vista, please confirm this by having the appropriate Buena Vista official sign in the space provided below and return this Letter Agreement to me via FAX. We can then task our respective legal representatives with drafting the long form agreement as described above. Best Regards, /s/ Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx Vice President, Copy Protection Group MSB:dh Attachment (Exhibit 1 - Countries by Category) Accepted and Agreed by Buena Vista Home Video --------------------------------------------- /s/ Xxxxx Xxxxxxxx 1/15/97 ----------------------------------- ------------------------------ By (Signature) Date Xxxxx Xxxxxxxx Senior Vice President ----------------------------------- ------------------------------ Printed Name Title ** Confidential treatment requested for certain parts of this document EXHIBIT 1 COUNTRIES BY CATEGORY CATEGORY A - EXISTING BUENA VISTA-DIRECT TERRITORIES COVERED IN THE CURRENT AGREEMENT, PLUS MEXICO - Countries Included: United States, Canada, Australia, Austria, Benelux, Denmark, Finland, France, Germany, Italy, Japan, Mexic...
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Long Form Agreement. The parties shall negotiate to enter into a long form agreement which shall contain additional representations, warranties and covenants of Sound Revolution and On4 customary in a transaction of this nature. The parties shall make good faith efforts to enter into a long form agreement within 35 days of this agreement. This document shall govern the terms of the merger until such long form agreement has been entered into.
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Long Form Agreement. You and we hereby agree that this agreement shall be replaced as soon as reasonably practical hereafter by respective long-form agreements embodying the terms set out herein (with all other terms to be negotiated between you and us in good faith). Until such time as the long-form agreements are entered into this agreement shall remain in full force and effect.
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Long Form Agreement. Sharman and Altnet acknowledge that it is there present intention to enter into long form agreements providing for Sharman's right to sublicense the Sublicensable Software to Qualified Sublicensees, and agree to negotiate such long form agreements in good faith with the intent to enter into such agreements prior to any sublicense by Sharman. If the parties do not enter into any such long form agreements, then this Agreement shall control the parties' rights and obligations with respect to the subject matter of this SECTION 7.
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Related to Long Form Agreement

  • 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.

  • Student Agreement The acceptable and unacceptable uses of the Charter School network and the Internet are described in this “Student Acceptable Use Agreement." By signing this agreement, I acknowledge that I have read, understand and agree to abide by the provisions of the attached Student Acceptable Use Policy. I understand that any violations of the above could result in the immediate loss of electronic computing and may result in further disciplinary and/or legal action, including but not limited to suspension, or referral to legal authorities. I also agree to report any misuse of the Charter School network to school site teacher or administrator. Misuse can come in many forms but can be viewed as any messages sent or received that indicate or suggest pornography, unethical or illegal solicitation, racism, sexism, inappropriate language, and other issues described under the unacceptable uses in this Acceptable Use Policy. I realize that all the rules of conduct described in this Charter School Acceptable Use Policy, procedures, and handbooks apply when I am using the Charter School network. Student Name: Student Signature: Date: PARENT OR GUARDIAN AGREEMENT: (Students under the age of 18 must have a parent or guardian who has read and signed this Acceptable Use Contract.) As a parent or guardian of this student, I have read this Acceptable Use Policy and understand that the use of the Charter School network is designated for educational purposes only. I understand that it is impossible for the Charter School to restrict access to all controversial materials, and I will not hold the Charter School, responsible for materials acquired on the Charter School network or Internet. I also agree to report any misuse of these electronic resources to the school administrator. I accept full responsibility for my child should they use remote connections when available to the Charter School network in a non- school setting. I hereby give my permission to issue an account for my child to use the Charter School network and Internet. I release the Charter School, its affiliates and its employees from any claims or damages of any nature arising from my child or dependent’s access and use of the Charter School network. I also agree not to hold the Charter School responsible for materials improperly acquired on the system, or for violations of copyright restrictions, user’s mistakes or negligence, or any costs incurred by users. This agreement shall be governed by and construed under the laws of the United States and the State of California. Student Name: Parent/Legal Guardian Name: Parent/Legal Guardian Signature: Date:

  • Item Agreement As negotiated items are agreed upon, they shall be reduced to writing and initialed by the chief negotiator of each party. Such initialing shall be construed as tentative agreement by both parties on that item or issue, subject to finalization by ratification by the membership of the Association and adoption by the Board.

  • Consortium Agreement agreement entered into by and between the Manager and the Contractors, pursuant to Annex X.

  • Service Agreement Refers to the Contract, Purchase Order or Terms of Service or Terms of Use. Student Data: Student Data includes any data, whether gathered by Provider or provided by LEA or its users, students, or students’ parents/guardians, that is descriptive of the student including, but not limited to, information in the student’s educational record or email, first and last name, birthdate, home or other physical address, telephone number, email address, or other information allowing physical or online contact, discipline records, videos, test results, special education data, juvenile dependency records, grades, evaluations, criminal records, medical records, health records, social security numbers, biometric information, disabilities, socioeconomic information, individual purchasing behavior or preferences, food purchases, political affiliations, religious information, text messages, documents, student identifiers, search activity, photos, voice recordings, geolocation information, parents’ names, or any other information or identification number that would provide information about a specific student. Student Data includes Meta Data. Student Data further includes “Personally Identifiable Information (PII),” as defined in 34 C.F.R. § 99.3 and as defined under any applicable state law. Student Data shall constitute Education Records for the purposes of this DPA, and for the purposes of federal, state, and local laws and regulations. Student Data as specified in Exhibit “B” is confirmed to be collected or processed by the Provider pursuant to the Services. Student Data shall not constitute that information that has been anonymized or De-Identified, or anonymous usage data regarding a student’s use of Provider’s services.

  • Single Agreement All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

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

  • Interconnection Agreement On or before December 31, 2015, Wholesale Market Participant must enter into an Interconnection Agreement with the Transmission Owner in order to effectuate the WMPA. Wholesale Market Participant shall demonstrate the occurrence of each of the foregoing milestones to Transmission Provider’s reasonable satisfaction. Transmission Provider may reasonably extend any such milestone dates, in the event of delays that Wholesale Market Participant (i) did not cause and (ii) could not have remedied through the exercise of due diligence. If (i) the Wholesale Market Participant suspends work pursuant to a suspension provision contained in an interconnection and/or construction agreement with the Transmission Owner or (ii) the Transmission Owner extends the date by which Wholesale Market Participant must enter into an interconnection agreement relative to this WMPA, and (iii) the Wholesale Market Participant has not made a wholesale sale under this WMPA, the Wholesale Market Participant may suspend this WMPA by notifying the Transmission Provider and the Transmission Owner in writing that it wishes to suspend this WMPA, with the condition that, notwithstanding such suspension, the Transmission System shall be left in a safe and reliable condition in accordance with Good Utility Practice and Transmission Provider’s safety and reliability criteria. Wholesale Market Participant’s notice of suspension shall include an estimated duration of the suspension period and other information related to the suspension. Pursuant to this section 3.1, Wholesale Market Participant may request one or more suspensions of work under this WMPA for a cumulative period of up to a maximum of three years. If, however, the suspension will result in a Material Modification as defined in Part I, Section 1.18A.02 of the Tariff, then such suspension period shall be no greater than one (1) year. If the Wholesale Market Participant suspends this WMPA pursuant to this Section 3.1 and has not provided written notice that it will exit such suspension on or before the expiration of the suspension period described herein, this WMPA shall be deemed terminated as of the end of such suspension period. The suspension time shall begin on the date the suspension is requested or on the date of the Wholesale Market Participant’s written notice of suspension to Transmission Provider, if no effective date was specified. All milestone dates stated in this Section 3.1 shall be deemed to be extended coextensively with any suspension period permitted pursuant to this provision.

  • Vendor Agreement Signature Form (Part 1)

  • Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Generator Deactivation Solution, the ISO shall tender to the Developer that proposed the selected transmission Generator Deactivation Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its reliability planning process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Generator Deactivation Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Generator Deactivation Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.

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