Prior to the Effective Date. The El Paso Settling Parties may prepay the Deferred Payments in full or in part at any time on or before the Effective Date without premium. The amount of a prepayment in full on or before the Effective Date shall be the Non-Investment Grade Discounted Amount if El Paso Corporation is not Investment Grade at the time of prepayment, and the Investment Grade Discounted Amount if El Paso Corporation is Investment Grade at the time of prepayment. The amount of any partial prepayment is the dollar amount the El Paso Settling Parties desire to pay in part. If any El Paso Settling Party becomes Investment Grade within forty- five (45) days after prepaying Deferred Payments on or before the Effective Date, then the El Paso Settling Parties shall, within ten (10) Business Days after the Investment Grade upgrade, make an additional payment to the Settlement Fund in immediately available funds in an amount equal to the difference, as of the prepayment date, between (i) the Investment Grade Discounted Amount and the Non- Investment Grade Discounted Amount, if paid in full, and (ii) the prorated Investment Grade Discounted Amount and the prorated Non-Investment Grade Discounted Amount, if paid in part. If El Paso Corporation becomes Investment Grade following a merger or acquisition announcement with respect to El Paso Corporation within one hundred twenty (120) days after prepaying Deferred Payments on or before the Effective Date, and the merger or acquisition transaction has directly resulted in the upgrade to Investment Grade, then the El Paso Settling Parties shall, within ten (10) Business Days after closing of the announced merger or acquisition, make an additional payment to the Settlement Fund in immediately available funds in an amount equal to the difference between (y) the Investment Grade Discounted Amount and the Non- Investment Grade Discounted Amount, if paid in full, and (z) the prorated Investment Grade Discounted Amount and the prorated Non-Investment Grade Discounted Amount, if paid in part. All prepayments made prior to the Effective Date shall be deposited in the Escrow Account. The terms of Paragraph 4.1(d)(iii) below shall govern the manner of payment, as well as the location of making any payment due hereunder after the Effective Date.
Prior to the Effective Date the Service Provider shall have executed and provided to the Company the Performance Bond or alternative security as required by Clause 4.
Prior to the Effective Date. All assistance, consultancy, documentation, samples, other information etc. provided by Kamada to Baxter prior to the Effective Date shall be [*****].
Prior to the Effective Date. KCS AND LESSEE HAVE CONDUCTED A JOINT INSPECTION OF THE LEASED PREMISES AND HAVE ESTABLISHED AND AGREED UPON THE CURRENT CONDITIONS AT THE TIME OF THIS LEASE AND THAT THE LEASED PREMISES ARE SUITABLE FOR SAFELY CONDUCTING THE OPERATIONS CONTEMPLATED BY THE LEASE. [**] [**]
Prior to the Effective Date. With respect to third party patent and copyright infringement claims and trade secret misappropriation claims regarding the Products as they were sold prior to the Effective Date, Purchaser shall defend and indemnify Seller regardless of the timing of such third party’s infringement claim; except to the extent that such infringement is attributable to any OpNext Japan IP (as defined in the Intellectual Property License Agreement (the “IP License Agreement”), dated as of the date hereof, between Purchaser and Seller) or any product design developed by Seller after the Effective Date.
Prior to the Effective Date. All the provisions of this Article XI shall apply equally to the Original Trust, mutatis mutandis, and, for the avoidance of doubt, to the Liquidating Trust prior to the Effective Date.
Prior to the Effective Date. KCS AND LESSEE HAVE CONDUCTED A JOINT INSPECTION OF THE LEASED PREMISES AND HAVE ESTABLISHED AND AGREED UPON THE CURRENT CONDITIONS AT THE TIME OF THIS LEASE AND THAT THE LEASED PREMISES ARE SUITABLE FOR SAFELY CONDUCTING THE OPERATIONS CONTEMPLATED BY THE LEASE. [**]] [**] Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation [**].
Prior to the Effective Date. Prior to the Effective Date of this Agreement, the Trust will furnish to Ultimus the following:
Prior to the Effective Date. On and prior to the Effective Date, the Company shall pay Consultant in accordance with its normal payroll practices and shall reimburse Consultant for all reasonable unpaid expenses incurred by Consultant on behalf of the Company or its affiliates. The Company acknowledges that, as of the date hereof, such unreimbursed expenses aggregate $6,823.07, all of which shall be reimbursed to Consultant with his last pay check, subject to reduction by the Company to the extent Consultant has not fully paid for the purchase price of the shares of Common Stock to be sold to Consultant pursuant to Section 5 below.
Prior to the Effective Date. Moon Sub and the Executive will not amend or modify this Term Sheet, or enter into an employment agreement which amends or modifies the terms and conditions of this Term Sheet, or waive any rights of any party hereunder, without the prior consent of Moon. Moon is intended to be, and shall be, a third-party beneficiary of this provision, with full rights of enforcement. This Employment Agreement Term Sheet may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile transmission of any signed original document shall be deemed the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmission by signing a duplicate original document. Dated December 7, 2005 Solstice Holdings LLC By: /s/ Xxxxx X. Xxxxxx Its: Manager and Chief Executive Officer Executive /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx CenterPoint Properties Trust hereby acknowledges, consents and agrees that the foregoing provisions and execution of this Employment Agreement Term Sheet by the Executive and Solstice Holdings LLC shall not constitute a violation of any of the terms and conditions of the Prior Employment Agreement, any other agreement or otherwise between the Executive and CenterPoint Properties Trust in effect as of the date hereof. CalEast Industrial Investors, LLC, the Company at the Effective Time and Solstice Holdings LLC may rely on the foregoing acknowledgement, consent and agreement. CenterPoint Properties Trust By: /s/ Xxxxxx Xxxxxx Its: General Counsel Signature Page to Xxxxxxx X. Xxxxxx Employment Agreement Term Sheet Exhibit A Certain Terms and Conditions of Employment Name: Xxxxxxx X. Xxxxxx Position: Chief Executive Officer Reporting Duties: Board Responsibilities and Authority as an Employee: See Attached Exhibit C Annual Base Salary: $358,800 Target Annual Bonus: 145% of Annual Base Salary Rollover/Investment: No less than $7 million of Moon Sub equity interests will be invested in by contribution/exchange of Company common stock, Initial Incentive Award and/or cash. Subject in all events to the Required Investment by the Key Management Team under Section I of the Incentive Program. Exhibit B Management Equity Investment and Incentive Compensation Program
