Addition of Affiliates. Upon notice to Biosource, TDCC shall have the right to add to the definition of an Affiliate under this Agreement any entity in which TDCC owns or directly or indirectly controls more than fifty percent (50%) of the outstanding stock or other ownership interest of the corporation or entity, or if it possesses, directly or indirectly, the power to manage, direct or cause the direction of the management and policies of the corporation or other entity or the power to elect or appoint fifty percent (50%) or more of the members of the governing body of the corporation or other entity. If any such Affiliate will be sublicensed to use Discovery Technology or Production Technology Owned by Biosource, TDCC shall notify Biosource and such Affiliate will be required to confirm to Biosource in writing that it will abide by the obligations under this Agreement (including Section 3.16 hereof).
Addition of Affiliates. At such time as an Affiliate of Owner desires to locate at the Property, Owner shall request approval in writing from the City to locate the Affiliate at the Property and have any sales tax generated by the Affiliate included in the Sales Tax Revenues attributable to Owner for calculation of the Covenant Payment. Said written request shall be submitted to the City Manager for review and consideration by the City Council, following any legally required noticing and public hearings. Said review shall be in the City’s sole and unfettered discretion. As condition precedent to the City consideration of the request, Owner and the Affiliate shall make and attest to all representation and warranties required by this Agreement, including but not limited to that inclusion of the Affiliate in this Agreement or the implementation thereof will not violate Government Code Section 53084.5. Additionally, City shall only make a Covenant Payment to Owner. Owner shall be prohibited from sharing the Covenant Payment with Affiliate and Affiliate shall be prohibited from requesting the City enter into a separate Operating Covenant Agreement with Affiliate directly. City shall have no liability to Affiliate for the distribution of Covenant Payments.
Addition of Affiliates. Subject to the terms of section 6.G, in the event that Company wishes to add to its Affiliates under the terms of this Agreement, Company shall provide Network with reasonable prior written notice of the acquisition with respect to Network Members of any entity which will become an Affiliate of Company, together with any information necessary for Network to perform its obligations under this Agreement with respect to such Network Members. In the event that Company adds an Affiliate after the Implementation Date hereof, and Company can not implement the Capitation Amount payment arrangement under Attachment A hereunder with respect to such Affiliate, then until such time as Company can pay the Capitation Amounts under Attachment A with respect to such Affiliate, all the terms of this Agreement apply with respect to Home Health Services relating to such Affiliate, with the exception that payment to Network relating to such Affiliate shall be in accordance with Attachment K, on substantially equivalent economic terms as if such payment had been in accordance with Attachment A hereof.
Addition of Affiliates. At such time as an Affiliate of Owner desires to locate a commercial sales office in the City of Ontario, Owner shall request approval in writing from the City to have any sales tax generated by the Affiliate included in the Sales Tax Revenues attributable to Owner for calculation of the Covenant Payment. Said written request shall be submitted to the City Manager for review and consideration by the City Council, following any legally required noticing and public hearings. Said review shall be in the City’s sole and unfettered discretion. As condition precedent to the City consideration of the request, Owner and the Affiliate shall make and attest to all representation and warranties required by this Agreement, including but not limited to that inclusion of the Affiliate in this Agreement or the implementation thereof will not violate Government Code Section 53084.5. Additionally, City shall only make a Covenant Payment to Owner. Owner shall be prohibited from sharing the Covenant Payment with Affiliate and Affiliate shall be prohibited from requesting the City enter into a separate Operating Covenant Agreement with Affiliate directly. City shall have no liability to Affiliate for the distribution of Covenant Payments. [Signatures on the following pages] SIGNATURE PAGE TO THE SID TOOL, INC. OPERATING COVENANT AGREEMENT CITY OF ONTARIO a California municipal corporation By: ATTEST: By: APPROVED AS TO FORM: By: Xxxxx Xxxxx City Attorney SIGNATURE PAGE TO THE SID TOOL INC. OPERATING COVENANT AGREEMENT Sid Tool, Inc. a New York corporation By: Signature Name (Print) Title (Print) By: Signature Name (Print)
