Xxxx Agreements Sample Clauses

Xxxx Agreements. The Parties acknowledge that, except as expressly provided in this Amendment, (i) the Merger Agreement and Spin-Off Agreements remain in full force and effect in accordance with their terms, (ii) entry by the Company into the Match Merger Agreement shall not affect the rights of Parent and Merger Sub or obligations of the Company under the Merger Agreement or the Spin-Off Agreements, and (iii) nothing in the Match Merger Agreement shall excuse the Company’s or SpinCo’s performance of any of their respective obligations under the Merger Agreement or the Spin-Off Agreements.
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Xxxx Agreements. The Parties shall cooperate to facilitate and coordinate the completion of Sellers’ obligations to Xxxx. As requested by Sellers, Buyer will provide reasonable access to lab and testing equipment, and other equipment approved by Buyer, necessary to support Seller’s obligations under the Xxxx Agreements. As requested by Buyer, Sellers shall provide reasonable cooperation and support to Buyer in its efforts to negotiate new contractual arrangements with Xxxx. None of the Parties shall communicate with Xxxx in a way that intentionally interferes with or is intentionally inconsistent with the transactions contemplated by this Agreement.
Xxxx Agreements a. Ensure the shelter is run in full accordance with all relevant federal, state, and local laws, regulations, and policies.
Xxxx Agreements. Contributing Members and the Company shall have entered into agreements in form and substance satisfactory to the Investors pursuant to which Dove Holdings shall satisfy $875,000 of the existing fixed obligation due from Dove Holdings, Xxxx Xxxx and Xxxx Xxxx to Xxxx (the "Xxxx Obligation") and the other obligations under or pursuant to the Agreement for Sale of Interest in Xxxx-Xxxx, dated as of October 0, 0000,xxxxx Xxxx, Xxxx Xxxx, Xxxx Xxxx and Xxxx Holdings (such agreement as amended to date, together with the Xxxx Security Agreement and all other related agreement being the "Xxxx Agreements"), by transferring to Xxxx (1)7,500 shares of common stock of National Loan Exchange owned by Dove Holdings representing 3 1/3% interest in the total outstanding common stock and (2) Company Membership Interests owned by Dove Holdings representing a 7 1/7% interest in the Company. Dove Holdings shall provide to the Investor evidence satisfactory to the Investors that all obligations of the Contributing Members under the Xxxx Agreement have been terminated and that the security interest in the Company Membership Interest owner by the Contributing Member pursuant to the Security Agreement, dates as of October 1,1997(the "Xxxx Security Agreement"), by and among Xxxx, Xxxx Xxxx, Xxxx Xxxx and Xxxx Holdings has been terminated and released. The Company shall assume Dove Holdings, Xxxx Xxxx and Xxxx Xxxx'x remaining $1,000,000 obligation to Xxxx under the Xxxx Obligation and Dove Holdings, Xxxx Xxxx and Xxxx Xxxx will provide a guaranty to Xxxx regarding such $1,000,000 obligation.
Xxxx Agreements. At or prior to Closing, the Company and certain of the Company Subsidiaries shall enter into definitive agreements with Exxxx X. Xxxx, Xx. and individuals and entities associated with Mx. Xxxx with respect to the matters set forth in Exhibit D hereto (collectively, the “Hxxx Agreements”).
Xxxx Agreements a. Ensure the village is run in full accordance with all relevant federal, state, and local laws, regulations, and policies.

Related to Xxxx Agreements

  • Tax Agreements The Company is not a party to or bound by any tax sharing agreement, tax indemnity obligation or similar agreement with respect to Taxes, including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority.

  • HHSC Agreements A. To pay the Contractor for services provided under the Contract type specified in Section I of this Contract in amounts and under conditions determined by HHSC as defined in this Contract, the applicable Contractor manual, handbook, policy letter or program rules and standards and in accordance with applicable laws and regulations for all eligible persons receiving such services under Title XIX and or Title XX.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

  • Specific Agreements 1. Investments made pursuant to a specific agreement concluded between one Contracting Party and investors of the other Party shall be covered by the provisions of this Agreement and by those of the specific agreement.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor. In the case this Agreement is a contract with a total cost in excess of $250,000, the Party shall provide to the State a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54). Party shall include the following provisions of this Attachment C in all subcontracts for work performed solely for the State of Vermont and subcontracts for work performed in the State of Vermont: Section 10 (“False Claims Act”); Section 11 (“Whistleblower Protections”); Section 12 (“Location of State Data”); Section 14 (“Fair Employment Practices and Americans with Disabilities Act”); Section 16 (“Taxes Due the State”); Section 18 (“Child Support”); Section 20 (“No Gifts or Gratuities”); Section 22 (“Certification Regarding Debarment”); Section 30 (“State Facilities”); and Section 32.A (“Certification Regarding Use of State Funds”).

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • 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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