Valcon definition
Examples of Valcon in a sentence
If the Exempt Beneficiary is seeking an exemption from import and customs duties, the Exempt Beneficiary must indicate in the certificate of exemption that a VAT exemption is being requested.
Upon termination of this Agreement, including, without limitation, termination in connection with the consummation of a Change in Control or a Qualified Public Offering, Valcon shall no longer be obligated to provide any services hereunder.
No amendment, modification, extension, termination or waiver of any term, provision or condition of this Agreement (each, an “Amendment”) shall be effective unless in writing and executed by the Company and Valcon.
Each of Valcon and the Company agree that Valcon and each of the Sub-Contractors shall perform services hereunder as an independent contractor, retaining control over and responsibility for its own operations and personnel.
Upon an underwritten registered public offering of capital stock of any subsidiary of the Company, Valcon may cause such subsidiary (and its subsidiaries) to be released from joint and several liability for obligations hereunder arising after the closing of such offering, but this Agreement shall continue in full force and be binding on the Company and all of its other subsidiaries.
In addition, in connection with the consummation of a Change in Control or a Qualified Public Offering, Valcon may elect to terminate this Agreement by providing written notice of termination to the Company.
This Agreement shall be in effect for an initial term commencing on the Effective Date and ending on the eighth anniversary of the Effective Date (including any extensions thereof, the “Term”), which Term shall automatically be extended for one additional year upon each anniversary of the Effective Date unless the Company and Valcon mutually agree not to extend the Term of this Agreement by an additional year or agree to terminate this Agreement.
Such expenses will be reimbursed by wire transfer of immediately available funds promptly upon the request of Valcon (but in any case no later than five business days following such request) and will be in addition to any other fees or amounts payable to Valcon pursuant to this Agreement.
Neither Valcon, nor any Sub-Contractor, nor any of their respective partners, members, shareholders, directors, officers, employees or agents shall be considered employees or agents of the Company or any of their subsidiaries as a result of this Agreement nor shall any of them have authority under this Agreement to contract in the name of or bind the Company or any of their subsidiaries, except as expressly agreed to in writing by the Company or any of their subsidiaries, respectively.
The Advisory Fee will be payable in advance to Valcon or its designees by wire transfer of immediately available funds on the first business day of the first month of each fiscal quarter.