ABPH definition

ABPH has the meaning specified in the Purchase Agreement.
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ABPH means ABP Holdings, Inc. a Delaware corporation.
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ABPH or the "Company"): Term and Termination Trilogy's engagement commenced at the date of this Agreement and terminates August 30, 2005. Services Trilogy will consult with the Company to structure and design a strategic business marketing plan, including estimation of costs for implementation of such plan, and deliver such plan to the Company. All ABPH designated confidential materials, together with any documents prepared by Trilogy under this Agreement, including without limitation, any plans, reports or derivative analysis, whether confidential or not, in Trilogy's custody are the property of ABPH and shall be promptly delivered to it upon completion of Trilogy's services under the Agreement or upon the earlier request of ABPH, provided that Trilogy may retain one copy of any such materials that it reasonably believes it may need to support its work product and advice to the Company. Fees In consideration for the services Trilogy will provide pursuant to this Agreement, Company will pay Trilogy $18,750, with payment due upon execution of this Agreement. Wiring information is set forth below. Indemnification The Company agrees to provide the indemnification set forth in "Exhibit A" attached hereto. Corporate Obligations The obligations of Trilogy are solely corporate obligations, and no officer, director, employee, agent, shareholder or controlling person of Trilogy shall be subject to any personal liability whatsoever to any person, nor will any such claim be asserted by or on behalf of any other party to this Agreement. Additional Services If Trilogy is called upon to render services directly or indirectly relating to the subject matter of this Agreement, beyond the services contemplated above (including, but not limited to, production of documents, answering interrogatories, giving depositions, giving expert or other testimony, whether by agreement, subpoena or otherwise), the Company shall pay to Trilogy a reasonable hourly rates for the persons involved for the time expended in rendering such services, including, but not limited to, time for meetings, conferences, preparation and travel, and all related costs and expenses and the reasonable legal fees and expenses of Trilogy's counsel. Independent Contractor Trilogy and ABPH intend that an independent contractor relationship be created by this Agreement, and nothing herein shall be construed as creating an employer/employee relationship, partnership, joint venture, or other business group or concerted a...
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Examples of ABPH in a sentence

  • All other Tax sharing agreements or similar agreements with respect to or involving ABPH shall be terminated as of the Closing Date.

  • Seller shall not allocate any of its fees or expenses for the transactions contemplated by this Agreement, including without limitation, fees and expenses of counsel and brokers, to ABPH.

  • Each Stockholder may exercise its Right of First Offer by delivering notice of irrevocable acceptance of the proposed sale on the terms specified in the First Offer Notice to the Company within fifteen (15) business days of receipt of the First Offer Notice (the "Initial Exercise Period").

  • Buyer and, with respect to any representation, warranty, covenant or agreement made or to be performed after the Closing, ABPH hereby indemnifies Seller and its Affiliates against and agrees to defend and hold Seller and its Affiliates harmless from any and all Damages incurred or suffered by Seller and/or any of its Affiliates arising out of any breach of any representation, warranty, covenant or agreement made or to be performed by Buyer pursuant to any of the Transaction Documents.

  • Except as set forth on Schedule 3.20, neither Seller nor ABPH has any written employment agreements with any Employees.

  • All income Taxes owed by any Affiliated Group (regardless of whether shown on any Return) have been paid for each taxable period during which ABPH was a member of the group.

  • ABP Newco shall merge with and into ABPH, with ABPH being the surviving corporation, in accordance with the Delaware General Corporation Law and the terms of an Agreement and Plan of Merger to be executed by ABP Newco and ABPH prior to the Closing in form and substance reasonably acceptable to each of Buyer and Seller, such merger to become effective prior to the Closing upon the filing of a Certificate of Merger with the Secretary of State of Delaware.

  • In addition, Buyer and ABPH shall indemnify, defend and hold harmless Seller as provided for in the Contribution Agreement, the ABP Restriction Agreement, or in any other agreement or instrument executed and delivered by Buyer to Seller and/or any Affiliate in connection with the transactions contemplated herein.

  • All Taxes, regardless of whether shown on the Returns or pursuant to any declarations or assessments received by ABPH (including estimated taxes, penalties and interest) have been duly and timely paid, or, if not yet due, properly accrued and reserved for and reflected in the books of account of ABPH.

  • After the Closing Date, ABPH shall not be bound or have any Liability under any Tax sharing agreements or similar agreements.