Parent Agreements. Except as set forth in the Parent Public Reports or as permitted pursuant to this Agreement, 30 neither the Parent nor any of its Subsidiaries is a party to or bound by (i) any agreement relating to the incurring of indebtedness (including sale and leaseback and capitalized lease transactions and other similar financing transactions) providing for payment or repayment in excess of $500,000, (ii) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, exclusive of any compensation agreements which would otherwise be included in such term with respect to a U.S. registrant) or (iii) any non-competition agreement which purports to limit in any material respect the manner in which, or the localities in which, all or any portion of the business of the Parent and its Subsidiaries, taken as a whole is conducted (collectively, the "PARENT AGREEMENTS").
Parent Agreements. (a) Parent agrees to cause the Purchaser to comply with its obligations under this Agreement.
Parent Agreements. Except as set forth below in this Section 7.7(a), the Parent agrees that all employees of the Company or its Subsidiaries who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Affected Employees”) will be eligible to participate in either, at the sole discretion of Parent: (i) Parent’s employee benefit plans and programs, in each case to the same extent as similarly situated employees of Parent; or (ii) such Company Plans as are continued by the Company or any of its Subsidiaries following the Closing Date, or are assumed by Parent (for the purposes of this Section 7.7 only, the plans referred to in clauses “(i)” and “(ii)” of this sentence being referred to as “Specified Parent Benefit Plans”); provided, however, that nothing contained herein shall be construed as requiring the Parent or the Company to continue any specific plan or as preventing the Parent or the Company from (i) establishing and, if necessary, seeking shareholder approval to establish, any other benefit plans in respect of all or any of the employees covered by such Specified Parent Benefit Plans or any other employees, (ii) amending such Specified Parent Benefit Plans (or any replacement benefit plans thereof) where required by applicable Law including, without limitation, any amendments necessary to avoid application of Section 409A of the Code, or where such amendment is with the consent of the affected employees or as otherwise effected in accordance with the terms of such plans, or (iii) amending the Specified Parent Benefit Plans in the ordinary course of business. Notwithstanding the foregoing, from and after the Closing Date, the Parent shall cause the Company and the Company Subsidiaries to honor, in accordance with its express terms, each existing collective bargaining, employment, change of control, severance and termination agreement between the Company or any of its Subsidiaries, and any representative union, officer, director or employee of such company and vacation entitlements already accrued as of the Closing Date.
Parent Agreements. Whenever this Agreement requires the Purchaser to take any action, such requirement will be deemed to include an undertaking on the part of Parent to cause the Purchaser to take such action, and Parent agrees to cause the Purchaser to otherwise comply with all of its obligations under this Agreement. Parent hereby covenants and agrees to duly incorporate the Purchaser under the laws of the State of California before the close of business, Los Angeles time, on Tuesday, February 3, 1998. Parent further agrees to cause the Purchaser, on or before February 3, 1998, to execute a written instrument reasonably acceptable to the Company pursuant to which the Purchaser agrees to be bound by the provisions hereby and to perform all of its obligations hereunder as though it were a party hereto, it being understood that any actions contemplated hereby (and representations and warranties made herein) which are to be taken (or made) by the Purchaser shall not be taken (or made) prior to the time the Purchaser executes such written instrument. The Company and Parent agree that upon execution of such written instrument by the Purchaser, the Purchaser, shall for all purposes be considered a party to this Agreement, and the Company and Parent further agree that, notwithstanding the fact that the Purchaser will not have executed this Agreement on the date hereof, this Agreement is for all purposes a valid and binding agreement of each of the Company and Parent.
Parent Agreements. Each of the Versant Stockholders shall have executed signature pages to the Registration Rights Agreement and the Stockholders’ Agreement. Such signature pages shall be held in escrow until the Effective Time.
Parent Agreements. Under ordinary circumstances, every effort will be made to contact the parent(s) in case of illness or emergency. However, some situations dictate that the school must obtain permission from or turn the care of my child over to one of the adults I have indicated on this card. In the absence of these or any other specific directions, the school authorities are empowered to use their best judgment in the interest of the health and the safety of my child. In the event of a civil defense emergency, I hereby give my permission for my child to be transported to a safe location as determined by the school district or its designee, or be housed at a congregate care center until such time as a member of the immediate family can assume responsibility for my child. Transportation may be by private car, school bus, or other means of public transportation. If my child drives his/her own or the family automobile to school, he/she has my permission to drive said vehicle to the relocation site in the event of a civil defense emergency. I understand by signing this waiver I am assuming full responsibility for my child’s safe transportation and that the school will not assign my child responsibilities related to transporting students in a civil defense emergency. Signature of Parent/Guardian Date Signed PARENT NOTIFICATION I have received and am aware of the Annual Parent Notice, the Civil Defense letter, the District Discipline Code and Behavior Guidelines and the Sexual Harassment Policy provided to me by the school. (Please be certain you have discussed the above with your child.) Signature of Parent/Guardian Student Signature Date Signed ADDITIONAL EMERGENCY CONTACT (Optional) Name Relationship Address Daytime Phone CUM sent: Date: Address: Student Name: San Xxxxx Valley Unified School District 000 Xxx Xxxxxxx Xxxxx Xxxxxxxx, XX 00000 PARENT’S REQUEST FOR EMERGENCY TREATMENT FOR A STUDENT WITH LIFE-THREATENING MEDICAL PROBLEM NOTE: Complete This Form Only If Your Child Has a Life-Threatening Medical Problem Directions: If your child has a medical problem that might result in a life-threatening emergency situation at school
Parent Agreements. There are no claims or demands relating to the Business or the Property pending under the Distribution Agreement or the Tax Allocation Agreement and, to Seller's Knowledge, no basis exists to make any such claim or demand.
Parent Agreements. Xxxxxxx, Xxxxxxx LLC and Parent Parties agree that, effective upon the Closing, except as otherwise specifically provided for herein or in any agreement, document or instrument entered into in connection with the Transaction, any agreements, rights and obligations that Xxxxxxx, Xxxxxxx LLC or any of their respective Affiliates has or has had that relate to such Person’s ownership of capital stock of Parent, including the right to nominate Persons to the Board of Directors of Parent, any registration rights with respect to the capital stock of Parent, or similar rights, shall be terminated and be of no further force or effect.
Parent Agreements. (a) Except for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect, and to the knowledge of the Parent, the Parent is not and to the knowledge of the Parent, no other party to any Parent Agreement (defined below) is in default under any Parent Agreement (defined below) that would have a Material Adverse Effect. Parent Agreement is defined as all Parent contracts, including but not limited to, executory agreements (including dealer and distributor agreements), purchase orders (other than purchase commitments for raw materials and supplies in the ordinary course of business), bailment agreements, equipment leases, commitments, contracts, employment agreements, repurchase or floor plan financing agreements, warranties, guarantees, understandings or other agreements, whether written, or verbal, which involve or may involve any of the following: (a) the payment of more than Fifty Thousand ($50,000) Dollars, (b) which are of a duration in excess of twelve (12) months from the date of execution thereof, (c) to which any shareholder, officer, director or employee of the Parent or any member of such person's immediate family, or any business entity in which such person is a partner, investor, officer or director, is a party in any capacity, (d) which contain a covenant restricting the ability of the Parent (or which, following the Closing, could restrict the ability of Parent) to compete in any business or in any geographic area or to employ or solicit the employment of any person or requiring the Parent to maintain the confidentiality of any information, or (e) which relate to any indebtedness (which term shall include indemnification obligations, capital leases and operating leases) of the Parent that is outstanding or may be incurred or any guarantees of or by the Parent of indebtedness of any other person.
Parent Agreements. Parent shall have executed and delivered to ----------------- Company and the other parties thereto a counterpart signature page to the Escrow Agreement, the Note Retirement Agreement, the Investment Agreements, the Employment Agreements identified in Section 6.2.4(a) hereof, and the Stay Bonus Agreements identified in Section 6.2.4(b) hereof.
