Standby Agreements Sample Clauses

Standby Agreements. On the Effective Date, DEBIOTECH shall provide IMED with written undertakings from: (i) Malbec SA stating that IMED will always have the opportunity to cure any DEBIOTECH default under the license between DEBIOTECH and MALBEC SA contemplated in Schedule 13.2 (the "Malbec License"), so that the technology contemplated in the Malbec License will continue to be available to IMED on terms which are at least as favorable as those then currently provided to DEBIOTECH; and (ii) SAGEM and Plastic Omnium to supply IMED directly with Product and Accessories on the same terms at which IMED receives Product and Accessories from DEBIOTECH under this Agreement, such undertakings attached hereto as Exhibits 10.5A, 10.5B and 10.5C, respectively (the "Standby Agreements"). IMED shall only be entitled to enforce its rights under the Standby Agreements if: (i) the provisions of Article 10.4 have been complied with; (ii) three months have past since the receipt of the Supply Interruption Notice; and (iii) in the event at least one of the following has occurred: (x) the filing of a bankruptcy case or reorganization proceeding (i.e. a composition) by or against DEBIOTECH which has not been dismissed within ninety (90) days; (y) the failure of DEBIOTECH to operate its business in the ordinary course as it relates to the manufacture and sale of any Product or Accessories for thirty (30) consecutive Business Days (or forty (40) cumulative Business Days within any period of ninety (90) Business Days and such failure has a material adverse effect upon the ability of DEBIOTECH to supply such Product or Accessories in accordance with Article 10.1; or (z) the failure of DEBIOTECH to achieve the timely commencement of manufacture within six (6) months of the supply interruption to IMED for the Pump or three (3) months of the supply interruption to IMED for the Cassette (in any such case, a "Supply Failure"); provided, however, that:
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Standby Agreements. The Company is not party to any standby agreement or backup contract with respect to the sale of the Membership Interests, the Assets or the Business and the Company has terminated any discussions with third parties with respect to any such proposed sale.
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Standby Agreements. The Director, NSA, may negotiate the standard form of service agreement, specified in section 4, with port authorities on a standby basis, prior to the deployment of the Armed Forces of the United States, or other requirements of the nation’s defense. In such cases, the contractor accepts the obligation to maintain a qualified incumbent in the position specified in Article 1 of the service agreement and to be prepared to furnish the resources specified in Articles 4 and 5. An agreement executed on a standby basis may become operational in connection with the deployment of the Armed Forces of the United States, or other requirements of the nation’s defense. An agreement executed after the deployment of the Armed Forces of the United States, or other requirements of the nation’s defense may be operational upon execution.
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Related to Standby Agreements

  • Lockup Agreements Each of the Stockholders shall, upon request of the Underwriter Representative, execute a customary "lockup" agreement in connection with the Initial Public Offering, pursuant to which the Stockholders will be prohibited from selling any Acquiror Common Stock owned by them for up to 180 days from the closing of the Initial Public Offering.

  • Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

  • Guaranty Agreements Any Guaranty Agreement or any provision thereof shall for any reason cease to be in full force and effect or valid and binding on or enforceable against any Credit Party or a Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Credit Party shall fail to perform any of its obligations thereunder; or

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Underwriting Agreements If requested by the Underwriters for any Underwritten Offering requested by holders pursuant to Sections 2.1 or 2.3, the Company and the holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such Underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the holders of a majority-in-interest of each class of the Registrable Securities to be included in such Underwritten Offering and the Underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.4. The holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.2 shall enter into such an underwriting agreement at the request of the Company. All of the representations and warranties and the other agreements by and on the part of the Company to and for the benefit of the Underwriters included in any such underwriting agreement shall also be made to and for the benefit of such holders, and any or all of the conditions precedent to the obligations of the Underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders. No holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such holder, such holder’s Registrable Securities, such holder’s intended method of distribution and any other representations required by law.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Reinsurance Agreements In consideration of the premium stated herein, the Underwriter does hereby agree with the Named Insured to reinsure the Named Insured's insurance policies which provide coverage to the Assured, to the extent hereinafter set forth:

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

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