Parallel Agreement Sample Clauses

Parallel Agreement. The Parties have agreed that they will participate in partnership in developing changes and modifications to the way work is performed to exhibit a number of characteristics that are not often found in traditional workplaces that provide desirable advantages for the business and its employees. These characteristics include: • A shared commitment to continuous improvement in quality, efficiency, skill development and the work environment. • The need to respond rapidly to changes in the market place, in products, and in customer needs. • The ability to structure the workplace to provide business flexibility and utilize the applied and developed skills of individuals. • Individual and group responsibility for performance, job design, and training. • An open environment that shares knowledge and information. • Team problem solving. • Pay systems that recognize individual education, skill and experience, and reward business and individual performance. These changes will be developed through the guidance and approval of the Parallel Agreement Committee, which will meet on a quarterly basis or more frequently if required. Typical agenda items that will be reviewed at each quarterly meeting are as follows: • Business updates. • Technology change. • Potential increasing or decreasing forces. • Other issues/actions. It is understood that this committee shall have the authority to recommend amendments to the provisions of the Agreement to the extent necessary to reflect their collective decisions. This committee is the Union Bargaining Committee, a manager from each Seniority Department, and Human Resources. Decisions will be by consensus. The proposed amendments agreed to by Parties will be formalized in writing and taken to their respective principals for ratification.
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Parallel Agreement. Seller (or an affiliate thereof) and Buyer have entered into a separate Purchase and Sale Agreement as of the Effective Date (the “Parallel Agreement”) relating to the sale of Bella Terra at City Center, 00000 Xxxx Xxxxx Xxx, Aurora, CO 80013. Notwithstanding anything to the contrary contained in this Agreement, the Buyer shall have no right to purchase, and the Seller shall be under no obligation to sell, the Property unless the transactions contemplated by the Parallel Agreement are consummated (the “Parallel Sale”), it being the express intention and agreement between Buyer and Seller that, as an inducement to Seller and Buyer to enter into this Agreement, Buyer and Seller (or an affiliate thereof) have entered into the Parallel Agreement. If Buyer terminates the Parallel Agreement under Section 3.5 of the Parallel Agreement, this Agreement shall automatically terminate (other than the provisions that expressly survive termination) and the Deposit, less the Independent Consideration, shall be returned to Buyer. Similarly, if Buyer terminates this Agreement under Section 3.5, above, the Parallel Agreement shall automatically terminate (other than the provisions that expressly survive termination) and the Deposit, less the Independent Consideration, shall be returned to Buyer under the Parallel Agreement. Notwithstanding the foregoing, if the Parallel Agreement is consummated and Buyer or Seller thereafter fail to close the transaction that is the subject of this Agreement, the parties shall be entitled to their rights and remedies under this Agreement but the Parallel Sale shall not be subject to rescission or otherwise to legal action, whether or law or in equity, arising solely from the failure to close under this Agreement.
Parallel Agreement. VerticalNet agrees that during the term of this Agreement, it shall not enter into an agreement with Futurestep, Inc. to provide promotional opportunities to Futurestep throughout all of the VerticalNet Online Communities, nor enter into any agreement with Futurestep, Inc. for the joint marketing of each other's Sites or services.
Parallel Agreement. The Commission shall exercise the right to vote for the Community within the bodies set up under the Agreement.
Parallel Agreement. Debiotech and Animas enter into a parallel License, Joint Development and Manufacturing Assistance Agreement in connection with an externally worn micro-pump for the delivery of insulin.
Parallel Agreement. Simultaneously with the execution of this Agreement, Debiotech and Animas shall enter into a parallel License, Joint Development and Manufacturing Assistance Agreement in connection with a micro-needle product of Debiotech.

Related to Parallel 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.

  • Full Agreement The Contract Documents supersede all prior negotiations, discussion, statements, and agreements between Owner and Contractor and constitute the full, complete, and entire agreement between Owner and Contractor. There can be no changes to this Contract by oral means, nor by course of conduct of the parties, nor by custom of the trade. No changes to this Contract will be binding on either party hereto unless such change is properly authorized, in writing, in accordance with Section 3, Part 2 of the General Conditions.

  • Services Agreement “Services Agreement” shall mean any present or future agreements, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information. The Services Agreement is amended by and incorporates the terms of this BA Agreement.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Agreement Amendment If either party hereto requests to amend this agreement, it shall notify the other party in writing, and the other party shall respond within one week. All amendments of this agreement must be made in writing by both parties, and such amendments shall be deemed as inseverable parts of this agreement.

  • Reimbursement Agreement The Sponsor entered into an Expense Reimbursement Agreement (“Reimbursement Agreement”) substantially in the form annexed as an exhibit to the Registration Statement pursuant to which the Sponsor has committed to fund the Company up to $1,750,000 for the Company’s expenses relating to investigating and selecting a target business and other working capital requirements prior to an initial Business Combination.

  • ENTIREAGREEMENT This Agreement, along with its schedules, constitutes the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any and all understandings, any other agreements, allotment letter, correspondences, arrangements whether written or oral, if any, between the Parties in regard to the said apartment/plot/building, as the case may be.

  • Continuing Agreement (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the Lenders shall, upon the request and at the expense of the Pledgors, forthwith release all of the Liens and security interests granted hereunder and shall deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement.

  • Standstill Agreement In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).

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