Miscellaneous Agreements. Subject to terms and conditions of this Agreement, each party shall use its commercially reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, appropriate, or desirable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. After the Closing Date, if Buyer considers or is advised that any further assignment, conveyance or other documents are necessary or desirable to vest, perfect, confirm or record in the Company title to any of the Assets or to aid in the prosecution, defense or enforcement of any rights arising from the transfer of the Shares to Buyer, Seller shall cause its authorized officer to execute and deliver promptly to Buyer any and all assignments, powers of attorney or other documents and do all things requested by Buyer to vest, perfect or confirm title to the Assets in the Company and title to the Shares in Buyer or to convey such other rights as provided herein or to otherwise carry out the intent of this Agreement.
Miscellaneous Agreements. This Agreement and the rights of Licensee hereunder are not assignable or transferable by Licensee. The terms, covenants, conditions and provisions contained in this Agreement shall be binding upon and inure to the benefit of Licensor and Licensee, and their respective heirs, representatives, successors and permitted assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Licensor and Licensee each does hereby covenant and agree that jurisdiction and venue with respect to all actions and proceedings instituted by either party to enforce this Agreement or to otherwise seek a declaration of rights under this Agreement shall be in Xxxxxx County, Texas, and any lawsuit filed and prosecuted in connection therewith shall be exclusive in any State District Court of Xxxxxx County, Texas, or in any United States District Court for the Southern District of Texas, Houston Division. All notices, demands and requests which may be given or which are required to be given by either party to the other, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when personally delivered to the intended recipient at the address set forth on page 1 of the Agreement. EXHIBIT B FITNESS CENTER - RULES AND REGULATIONS All users of the Fitness Center are required to have their 609 Main access card with them at all times while using the facility.
Miscellaneous Agreements. A. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Miscellaneous Agreements. Notwithstanding any contrary provision in this Schedule E or the Agreement to which this Schedule E is attached, PharMerica and Ceres acknowledge and agree that the planning for, installation of and ongoing oversight of the EMMS requires considerable dedicated resources, both personnel and technology, and that, without the fulfillment by the other of the other’s commitments contained in this Schedule E, the EMMS cannot be installed and operated successfully at the designated Facilities. In amplification of the foregoing, PharMerica shall not be responsible for any delays in implementing the EMMS caused by the failure of a Ceres Party to satisfy the requirements imposed on the Ceres Parties under this Schedule E in a timely manner provided (a) PharMerica notifies Ceres promptly following a failure by a Ceres Party to meet any such requirement, and (b) the Ceres Party fails to correct such failure within * days following such notice. None of the Technology Roadmap, the Work Plan or the Implementation Schedule shall be binding on PharMerica and Ceres until approved in writing by the respective chief executive officer of PharMerica and Ceres, which approval shall not be unreasonably withheld, conditioned, or delayed. All disputes regarding this Schedule E shall be resolved in accordance with the applicable provisions of the Agreement to which this Schedule E is attached. [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE F – SAMPLE PHARMACY BILLING STATEMENT PharMerica **** [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE H—SERVICE LEVEL AGREEMENTS The table below sets forth the Service Level Agreements to be met by Pharmacy Operators in carrying out this Agreement and the associated monetary penalty (“Monetary Penalty”) BEI/GG may recover for each violation by PharMerica or another Pharmacy Operator of the corresponding Service Level Agreement. SERVICE LEVEL AGREEMENT MONETARY PENALTY 1. * * 2. * * 3. * * 4. * * 5. * * 6. * * 7. * * 8. * * [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE I - FORM OF ACKNOWLEDGMENT AND JOINDER AGREEMENT This Acknowledgment and J...
Miscellaneous Agreements. A. The Board agrees to replace tools considered to be basic for respective jobs as designated by the supervisor. To be considered for replacement, a broken tool must be reported to the supervisor or his designee by the end of that workday. This replacement is restricted to tools broken on the job. B Each employee shall receive an annual report as of March 31st which shall include; hourly rate, number of hours paid for annual employment for the previous 24 pay periods and primary job classification. The report will be prepared and distributed in a timely manner following the ratification of the contract.
Miscellaneous Agreements. The covenants and agreements set forth in this paragraph shall remain in effect until March 31, 2001. Covenants 4(A) and 4(B) are material parts of this Agreement, so a material breach of either of them by Dxxxx would entitle Quaker, at its discretion, to rescind this Agreement, in addition to any other legal or equitable remedies it might have for breach:
Miscellaneous Agreements a. Time is of the essence. This Agreement shall bind the parties hereto, their successors and assigns.
Miscellaneous Agreements. Subject to the terms and conditions herein provided, each party shall use its best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, appropriate or desirable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.
Miscellaneous Agreements. Miscellaneous agreements by project phase are shown in the following table.
Miscellaneous Agreements. A. The Board will discontinue the irregular splitting of shifts for custodial employees except in emergencies.
