Xxxxxxxxnt. Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.
Xxxxxxxxnt. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party.
Xxxxxxxxnt. This Agreement is binding upon and inures to the benefit of the heirs, successors, representatives and assigns of each party hereto, but no rights, obligations or liabilities of the Individual hereunder will be assignable without the prior written consent of the Company.
Xxxxxxxxnt. Effective at the Closing Date (the "Effective Date"), the Company agrees to employ Employee as President of the Company's subsidiary RMD, Inc, with such duties as are customary for such position. Employee shall perform these duties subject to the direction and supervision of the Executive Leadership and Board of Directors of the Company. Employee accepts such employment and agrees to devote his full time, effort and skills to the conduct of the combined Company's businesses, performing to the best of Employee's abilities such duties as may be reasonably requested by the Company. Employee agrees to serve the Company diligently and faithfully so as to advance the Company's best interests and agrees to not take any action in conflict with the Company's best interests.
Xxxxxxxxnt. This letxxx (xxx "Letter Agreement") will confirm the commitment of Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership ("CVC" or "us"), to provide or cause others to provide up to Three Hundred Sixty-Five Million Dollars ($365,000,000) (the "Committed Amount") of financing (the "Financing") to GMH Holding Company, a Delaware corporation ("Newco" or "you"), on the terms and conditions set forth herein.
Xxxxxxxxnt. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Xxxxxxxxnt. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. Except for the provisions of Article I (the "Third Party Provisions"), this Agreement is not intended to confer upon any other person, except the parties hereto, any rights or remedies hereunder, and no third person shall be a third party beneficiary of this Agreement. The Third Party Provisions may be enforced by the beneficiaries thereof.
Xxxxxxxxnt. Neither the Company nor the Purchasers may assign or delegate (whether by contract or operation of law, it being agreed that a merger (other than a merger that does not constitute a "Change in Control" as defined below) shall be deemed to constitute an assignment) its rights, duties or obligations under this Agreement without the prior written consent of the other party hereto. Any attempted or purported assignment or delegation in violation of the preceding sentence shall be void.
Xxxxxxxxnt. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors, legal representatives and assigns, but this Agreement may not be assigned by any Party without the written consent of the other Parties. Any attempted assignment in violation of this SECTION 13.7 shall be void.
Xxxxxxxxnt. Seller and Buyer shall not, without the prior written consent of the other party, sell, assign, transfer or convey this Agreement, whether voluntarily or involuntarily or by operation of law or otherwise, including, without limitation, by merger, consolidation or dissolution or a transfer of a majority of the equity interests of Seller or Buyer; provided, however, that Buyer may assign its interest in this Agreement to an Affiliate or subsidiary of Buyer with Seller's prior consent thereto, which consent shall be conditioned upon Buyer documenting to Seller the proposed assignee's financial ability to perform the obligations of "Buyer" under this Agreement, Buyer shall remain obligated to perform all of the obligations of "Buyer" under this Agreement, and the form of the assignment agreement shall be subject to Seller's reasonable approval. Notwithstanding anything in this Agreement to the contrary, Seller acknowledges that Buyer may assign its rights under this Agreement to receive title to all or a portion of the Fort Lauderdale Personal and Intangible Property, Irving Personal and Intangible Property and Tampa Personal and Intangible Property to an operating company designated by Buyer. In such event, the Bills of Sale and Assignment Agreements may be in favor of such operating company as the purchaser of such rights thereunder; provided, however, Buyer shall be liable to Seller for all obligations of the purchaser thereunder.
