ALION SCIENCE AND TECHNOLOGY CORPORATION Sample Clauses

ALION SCIENCE AND TECHNOLOGY CORPORATION. By: ------------------- ----------------------------- Name: Bahman Atefi Stephen J. Trichka, Titxx: Xxxxx Xxecutive Officer xx xxxxxxxxxx Xddress: 1750 Tysons Blvd. Suite 1300 McLean, VX 00000-0000 Xxx: 000-000-0000 Xxx: XXXXX XXXXXXX XXX XXXXXXXXXX XXRPORATION EMPLOYXX XXXXXXXXX, SAVINGS AND INVESTMENT TRUST, FOR THE PURPOSES OF SECTIONS 6, 7, 15 AND 17 THROUGH 26 OF THIS SELLER WARRANT AGREEMENT ONLY By: ----------------------------- Name: Title: Trustee Address: Fax: EXHIBIT A FORM OF EXERCISE NOTICE (To be Executed by the Holder if the Holder Desires to Exercise the Warrant Evidenced by the Foregoing Alion Subordinated Warrant Agreement) To Alion Science and Technology Corporation The undersigned hereby irrevocably elects to purchase ______ shares of Common Stock, issuable upon exercise of said Warrant. The undersigned hereby elects to make payment in connection with such exercise by: ___ delivery of $_______ (in cash) and any applicable taxes payable by the undersigned; or. ___ cashless exercise, pursuant to Section 2(c) of the Alion Subordinated Warrant Agreement. The undersigned requests that certificates for such shares be issued in the name of PLEASE INSERT TAX IDENTIFICATION NUMBER ----------------------------- -------------------------------------- (Print Name) -------------------------------------- (Print Address) -------------------------------------- EXHIBIT B ASSIGNMENT AND JOINDER FORM FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto the undersigned Assignee all of the rights and obligations of the undersigned Holder under the within Alion Subordinated Warrant Agreement, with respect to _________ shares of Common Stock (the "Warrant Shares"), and does hereby irrevocably constitute and appoint ________ to make such transfer on the books of the Company maintained for the purpose, with full power of substitution in the premises. The Assignee hereby acknowledges and agrees that (i) it is assuming all of the obligations, relating to the portion of the Warrant being assigned and transferred pursuant to this instrument (the "Warrant Portion") and the Warrant Shares, which are contained in the Alion Subordinated Warrant Agreement, and (ii) as of the date written below, the Assignee shall join and become a party to the Alion Subordinated Warrant Agreement as if it were named on the signature page of the Alion Subordinated Warrant Agreement as a Holder and that it shall be bound as a Holder by all of the terms, cond...
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ALION SCIENCE AND TECHNOLOGY CORPORATION. By /s/ Hxxxxx X. Xxxxxx Hxxxxx X. Xxxxxx On behalf of the Alion Board of Directors
Sample 1
ALION SCIENCE AND TECHNOLOGY CORPORATION. By: Name: Title: [NAME OF EACH SUBSIDIARY OF BORROWER] By: Name: Title: EXHIBIT L TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT INTERCREDITOR AGREEMENT [Provided under separate cover] EXHIBIT M TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT MODIFIED DUTCH AUCTION PROCEDURES [Provided under separate cover] EXHIBIT M TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT SAMPLE MODIFIED DUTCH AUCTION PROCEDURES This Outline is intended to summarize certain basic terms of the modified Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 10.6(i) of the Second Lien Credit and Guaranty Agreement, of which this Exhibit M is a part (the “Auction Procedures”). It is not intended to be a definitive statement of all of the terms and conditions of a modified Dutch auction, and shall be qualified in all respects by the definitive terms and conditions for which shall be set forth in the applicable auction procedures set for each Auction (the “Offer Documents”). None of the Administrative Agent, the Auction Manager and any other Agent, or any of their respective Affiliates, makes any recommendation pursuant to the Offer Documents as to whether or not any Lender should sell its Term Loans to Borrower (the “Purchaser”) pursuant to the Offer Documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent (or any of their Affiliates) in its capacity as a Lender be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning this Auction and the Offer Documents. Capitalized terms not otherwise defined in this Exhibit have the meanings assigned to them in the Credit Agreement.
Sample 1
ALION SCIENCE AND TECHNOLOGY CORPORATION as Borrower By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer ALION — BMH CORPORATION, as Guarantor By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President ALION — CATI CORPORATION, as Guarantor By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President ALION — IPS CORPORATION, as Guarantor By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President ALION — JJMA CORPORATION, as Guarantor By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President ALION — METI CORPORATION, as Guarantor By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President ALION INTERNATIONAL CORPORATION, as Guarantor By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President WASHINGTON CONSULTING, INC., as Guarantor By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Secretary WASHINGTON CONSULTING GOVERNMENT SERVICES, INC., as Guarantor By: /s/ Xxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxx Xxxxxxxx Title: Secretary XXXXXXX XXXXX LENDING PARTNERS LLC, as Administrative Agent, Arranger and a Lender By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Authorized Signatory APPENDIX A-1 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT Tranche A Term Loan Commitments Lender Tranche A Term Loan Commitment Pro Rata Share Xxxxxxx Sachs Lending Partners LLC $ 110,000,000.00 100 % Total $ 110,000,000.00 100 % XXXXXXXX X-0 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT Tranche B Term Loan Commitments Lender Tranche B Term Loan Commitment Pro Rata Share Xxxxxxx Xxxxx Lending Partners LLC $ 175,000,000.00 100 % Total $ 175,000,000.00 100 % XXXXXXXX X TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT Notice Addresses ALION SCIENCE AND TECHNOLOGY CORPORATION AND EACH GUARANTOR (C/O ALION SCIENCE AND TECHNOLOGY CORPORATION) 0000 Xxxxxx Xxxxxxxxx, Xxxxx 0000 XxXxxx, Virginia 22102 Attn: Xxxxx X. Xxxxxxx, Chief Financial Officer Fax No.: (000) 000-0000 in each case, with a copy to HOLLAND & KNIGHT LLP 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000 XxXxxx, Xxxxxxxx 00000 Attn: Xxxxx X. Xxxx, Esq. Fax No.: (000) 000-0000 Xxxxxxx Xxxxx Lending Partners LLC, as Administrative Agent (including its Principal Office), Arranger, Bookrunner, Syndication Agent and a Lender: Xxxxxxx Sachs Lending Partners LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: Xxxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: xxxxx.xxxx@xx.xxx SCHEDULE 1.1 ESOP PLAN DOCUMENTS Amended and Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan, dated as of October 1, 2011. First Amendment to Amended and Res...
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Related to ALION SCIENCE AND TECHNOLOGY CORPORATION

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.

  • New Technology If New Technology becomes available from any source, including Supplier, then KP may evaluate and contract with any supplier so that KP will have access to New Technology at all times. If Supplier cannot offer New Technology at comparable or lower prices, KP may either (a) amend contract pricelist to add Supplier's New Technology at a mutually agreed-upon price; or (b) contract with other suppliers for New Technology. Regardless of whether New Technology is added to this Agreement, Supplier and KP will negotiate in good faith to equitably adjust the pricing for any current Product under this Agreement affected by the New Technology.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Technology For purposes of this Agreement, “Technology” means all Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether or not patentable and whether or not reduced to practice), apparatus, creations, improvements and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other embodiments of any of the foregoing, in any form or media whether or not specifically listed herein. Further, for purposes of this Agreement, “Software” means any and all computer programs, whether in source code or object code; databases and compilations, whether machine readable or otherwise; descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing; and all documentation, including user manuals and other training documentation, related to any of the foregoing.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Information Technology The Company’s and the Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) operate and perform in all material respects as required in connection with the operation of the business of the Company and the Subsidiaries as currently conducted. The Company, and the Subsidiaries maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed and stored thereon, and to the knowledge of the Company, there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and the Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for any such noncompliance that would not have a Material Adverse Effect.

  • Motorola retains the right to subcontract, in whole or in part, any effort required to fulfill its obligations under this Agreement, provided Motorola shall remain liable for performance hereunder.

  • Technology Transfer Subject to the terms of the Development Supply Agreement, as soon as reasonably practicable, but in no event later than the fifth (5th) anniversary of the Effective Date, Alnylam shall initiate a technology transfer to MedCo, or to its Third Party manufacturer(s) of Licensed Product, selected by MedCo and reasonably acceptable to Alnylam, of Alnylam Know-How that is reasonably necessary or useful for the Manufacture of the Licensed Product, and shall make available its personnel on a reasonable basis to consult with MedCo or such Third Party manufacturer(s) with respect thereto, all at MedCo’s expense, including the Costs reasonably incurred by Alnylam in connection with such technology transfer activities. MedCo shall reimburse Alnylam such Costs incurred with respect to such Manufacturing technology transfer within [***] days after receipt of an invoice therefor. Alnylam and its Affiliates shall keep complete and accurate records in sufficient detail to enable the payments payable hereunder to be determined. Alnylam shall not be required to perform technology transfer to more than one Third Party manufacturer for each stage of the Licensed Product supply chain (i.e., Bulk Drug Substance, Bulk Drug Product and Finished Product). Promptly after MedCo’s written request, Alnylam shall use Commercially Reasonable Efforts to assign to MedCo any manufacturing agreement between Alnylam and a Third Party that is solely related to the manufacture of Licensed Products. Such assignment shall be subject to the terms and conditions of such agreement, including any required consents of such Third Party and MedCo’s written agreement to assume all the obligations of Alnylam under such agreement to be undertaken after such assignment, but Alnylam shall remain solely responsible for its obligations under such agreement arising prior to such assignment. Except as provided in the immediately preceding sentence, MedCo shall be solely responsible for contracting with such Third Party manufacturer (and any other Third Party manufacture to whom Alnylam has initiated technology transfer as set forth in this Section 5.3) for the supply of such Licensed Product and Alnylam shall have no obligations under such agreement between MedCo and such Third Party manufacturer. Alnylam shall use Commercially Reasonable Efforts to obtain any such consent in a form reasonably acceptable to MedCo.

  • Baxter and Nexell shall cooperate in any action taken by a third party solely involving a nullity action, opposition, reexamination or any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Intellectual Property. Both parties agree to share equally in the cost of the defense of such Licensed Intellectual Property.

  • Background IP Each Party will own all right, title and interest in its Background IP.

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