Agreements and Commitments Except as set forth in ITEM 2.11 delivered by ESI to Macromedia herewith, or as listed in ITEM 2.12, ITEM 2.15.3 or ITEM 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, ESI is not a party or subject to any oral or written executory agreement, obligation or commitment that is material to ESI, its financial condition or business or which is described below and is not terminable within 60 days without cost or penalty to ESI, including but not limited to the following:
(a) Any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to ESI in an aggregate amount of (i) $25,000 or more in the ordinary course of business or (ii) $10,000 or more not in the ordinary course of business;
(b) Any license agreement under which ESI is licensor (except for any nonexclusive software license granted by ESI to end-user customers where the form of the license, excluding standard immaterial deviations, has been provided or made available to Macromedia's counsel); or under which ESI is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products);
(c) Any agreement by ESI to encumber, transfer or sell rights in or with respect to any ESI Intellectual Property (as defined in Section 2.12 hereof);
(d) Any agreement for the sale or lease of real or personal property involving more than $25,000 per year;
(e) Any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the distribution of ESI's products;
(f) Any franchise agreement or financing statement;
(g) Any stock redemption or purchase agreement;
(h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person;
(i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of ESI incurred or made in the ordinary course of business, and except as disclosed in the ESI Financial Statements;
(j) Any contract containing covenants purporting to limit ESI's freedom to compete in any line of business in any geographic area; or
(k) Any contract or commitment for the employment of any officer, employee or consultant of ESI or any other type of contract or understanding with any officer, employee or consultant of ESI that is not immediately terminable by ESI without cost or liability. All agreements, obligations and commitments listed in ITEM 2.11, ITEM 2.12, ITEM 2.15.3 or ITEM 2.15.6 as required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, are valid and in full force and effect, and except as expressly noted, a true and complete copy of each has been delivered or made available to Macromedia. Except as noted on ITEM 2.11, neither ESI nor, to the knowledge of ESI, any other party is in breach of or default under any material term of any such agreement, obligation or commitment. ESI has no liability for renegotiation of government contracts or subcontracts which are material to ESI, its financial condition or business.
Representatives’ Review of Proposed Amendments and Supplements During the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), the Company (i) will furnish to the Representatives for review, a reasonable period of time prior to the proposed time of filing of any proposed amendment or supplement to the Registration Statement, a copy of each such amendment or supplement and (ii) will not amend or supplement the Registration Statement (including any amendment or supplement through incorporation of any report filed under the Exchange Act) without the Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Prior to amending or supplementing any preliminary prospectus, the Time of Sale Prospectus or the Prospectus (including any amendment or supplement through incorporation of any report filed under the Exchange Act), the Company shall furnish to the Representatives for review, a reasonable amount of time prior to the time of filing or use of the proposed amendment or supplement, a copy of each such proposed amendment or supplement. The Company shall not file or use any such proposed amendment or supplement without the Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.
Commitments and Contracts Each agreement to which the Company or any Company Subsidiary is a party which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K (each, a “Company Significant Agreement”) is valid and binding on the Company and the Company Subsidiaries, as applicable, and, and insofar as any officer of the Company is aware, is valid and binding on the other party or parties to it, and is in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by the Company or any Company Subsidiary under any Company Significant Agreement. As of the date of this Agreement, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns 5% or more of the Common Stock (or any of such person’s immediate family members or affiliates) (other than Company Subsidiaries), on the other hand. (jj) Properties and Leases. The Company and the Company Subsidiaries have good and marketable title to all real properties and good title to all other properties and assets owned by them (other than any assets the Company or any of the Company Subsidiaries has repossessed), in each case, free from Liens that would affect the value thereof or interfere with the use made or to be made thereof by them in any material respect. The Company and the Company Subsidiaries own or lease all properties that are necessary to their operations as now conducted. All leases of real property and all other leases material to the Company or any of the Company Subsidiaries pursuant to which the Company or any such Company Subsidiary, as lessee, leases real or personal property are valid and effective in accordance with their respective terms, and there is not, under any such lease, any existing default by the Company or such Company Subsidiary or any event which, with notice or lapse of time or both, would constitute such a default except for such as would not reasonably be expected to have a Company Material Adverse Effect.
Agent’s Review of Proposed Amendments and Supplements Prior to amending or supplementing the Registration Statement (including any registration statement filed under Rule 462(b) under the Securities Act) or the Prospectus (excluding any amendment or supplement through incorporation of any report filed under the Exchange Act), the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each such proposed amendment or supplement, and the Company shall not file or use any such proposed amendment or supplement without the Agent’s prior consent, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.
COMMITMENT OF THE THREE PARTIES By signing7 this document, the staff member, the sending institution and the receiving institution/enterprise confirm that they approve the proposed mobility agreement. The sending higher education institution supports the staff mobility as part of its modernisation and internationalisation strategy and will recognise it as a component in any evaluation or assessment of the staff member. The staff member will share his/her experience, in particular its impact on his/her professional development and on the sending higher education institution, as a source of inspiration to others. The staff member and the beneficiary institution commit to the requirements set out in the grant agreement signed between them. The staff member and the receiving institution/enterprise will communicate to the sending institution any problems or changes regarding the proposed mobility programme or mobility period. The staff member Name: Signature: Date: The sending institution Name of the responsible person: Signature: Date: The receiving institution/enterprise Name of the responsible person: Signature: Date: 1 Adaptations of this template: In case the mobility combines teaching and training activities, the mobility agreement for teaching template should be used and adjusted to fit both activity types. In the case of mobility between Programme and Partner Countries, this agreement must be always signed by the staff member, the Programme Country HEI as beneficiary and the Partner Country HEI as sending or receiving organisation. In case of mobility from Partner Country HEIs to Programme Country enterprises the last box should be duplicated to include the signature of the Programme Country HEI (the beneficiary) and the receiving organisation (four signatures in total).
