Additional Affiliates Sample Clauses

Additional Affiliates. On a quarterly basis commencing on the Effective Date and during the term of this Contract, the Owner may, upon fifteen (15) days' prior written notice to the Vendor, designate any Person who has been licensed or has access to or rights to use licenses for PCS in the United States which is not an Initial Affiliate as an "Additional Affiliate"; provided that the Vendor will have a reasonable opportunity to review and approve such designation, such approval not to be unreasonably withheld, based upon (i) reasonable credit criteria within the context of the PCS industry, (ii) the fact that such proposed Additional Affiliate has not in the past materially breached prior material agreements with the Vendor, (iii) the fact that the proposed Additional Affiliate is not, at the time of such determination, a direct competitor to the Vendor in the wireless telecommunications business and (iv) the fact that the proposed Additional Affiliate is not, at the time of such determination, otherwise engaged with the Vendor in a material agreement for the purchase and/or supply of PCS CDMA wireless technology; and provided, further, that (x) the Owner, any Partner or any Initial Affiliate has at least a ten percent (10%) equity ownership in such Person, (y) such Person is controlled by or under the common control with the Owner, any Partner or any Initial Affiliate or (z) there exists between the Owner and such Person an Additional Affiliate Arrangement.
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Additional Affiliates. If any member of the Rxxxx Group creates, initiates or acquires any additional Affiliate or other operations or entity during the term of this Agreement and Rxxxx desires that Fidelity provide the Services for such Affiliate or other operations or entity, Fidelity shall provide Rxxxx and/or such Affiliate or other operations or entity with the Services if such Affiliate or other operations or entity satisfies the Qualifying Criteria. Fidelity may charge Rxxxx on a commercially reasonable basis fees for the set-up and implementation, fees for any changes to the Services, fees for any Required Consents, and any additional regulatory operating fees payable by Fidelity with respect to such Affiliates or other operations or entity, and shall otherwise charge Rxxxx for the continuing performance and delivery of the Services allocable to such Affiliates or other operation or entity, based on the existing formula and charging methodologies for increases or decreases in the Charges due to increases or reductions in the quantity of the Services used by the Rxxxx Group subject to the minimum monthly fees, if any.
Sample 1
Additional Affiliates. If Customer acquires, whether through merger, purchase of substantially all of the assets or otherwise, a Person which is a Third Party (a “Customer Acquisition”), then such entity’s applicable operations will, subject to the specific limitations or restrictions set forth herein or the Statements of Work, become subject to this Agreement if requested by Customer in its sole discretion. If so requested by Customer, such entity will have all rights and benefits and be subject to all obligations of Customer under this Agreement, on the date specified by Customer. In the event of a Customer Acquisition, at either party’s election, the Parties will renegotiate in good faith and agree upon, any necessary changes to the affected Baseline Charges, Baselines, Additional Resource Charges, Reduced Resource Charges and other directly affected portions of the Agreement (e.g., the Service Levels applicable to the Services provided to the acquired Person but not the “legal” terms and conditions of this Agreement) to account for the increased volume and other changes in the Services (including any non-recurring transition or start-up activities specific to the acquired Person or other differences in the cost of delivery such as differences resulting from a different location to or from which the Services will be performed), all in accordance with the Change Control Procedures. Supplier acknowledges that the ARC Rates for certain affected Resource Units will be reduced as a result of an increase in volumes, if any, resulting from such Customer Acquisition.
Sample 1
Additional Affiliates. It is contemplated that MPF may transfer to a new company certain services currently conducted by MPF, and as part of such a transfer, Xxxxxxxx and MPF shall cause the new company to adopt this Support Services Agreement and become a party hereto and being restricted in the same manner as MPF as set forth in Paragraph 2 hereof. MPF, INC. INTER-CON/PC, INC. By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxxx Its: CEO Its: CEO ---------------------------------------- ------------------------ Date: 11/5/96 Date: --------------------------------------- ------------------------
Sample 1
Additional Affiliates. On a quarterly basis commencing on the --------------------- Effective Date and during the term of this Contract, the Owner may, upon fifteen (15) days' prior written notice to the Vendor, designate any Person which is not an Initial Affiliate as an "Additional Affiliate"; provided that the Vendor will -------- ---- have a reasonable opportunity to review and approve such designation, such approval not to be unreasonably withheld, based upon (i) reasonable credit criteria within the context of the PCS industry, (ii) the fact that such proposed Additional Affiliate has not in the past materially breached prior material agreements with the Vendor, (iii) the fact that the proposed Additional Affiliate is not, at the time of such determination, a direct competitor to the Vendor in the wireless telecommunications business and (iv) the fact that the proposed Additional Affiliate is not, at the time of such determination, otherwise engaged with the Vendor in a material agreement for the purchase and/or supply of PCS CDMA wireless technology; and provided, further, that (x) -------- ------- the Owner, any Partner or any Initial Affiliate has at least a ten percent (10%) equity ownership in such Person, (y) such Person is controlled by or under the common control with the Owner, any Partner or any Initial Affiliate or (z) there exists between the Owner and such Person an Additional Affiliate Arrangement.
Sample 1

Related to Additional Affiliates

  • Affiliates The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

  • Additional Activities I agree that during the period of my employment by the Company I will not, without the Company's express written consent, engage in any employment or business activity which is competitive with, or would otherwise conflict with, my employment by the Company. I agree further that for the period of my employment by the Company and for one (l) year after the date of termination of my employment by the Company I will not induce any employee of the Company to leave the employ of the Company.

  • Affiliate As used in this Agreement, the term “affiliate” shall mean any entity which owns or controls, is owned or controlled by, or is under common ownership or control with, Company.

  • Sales to Affiliates No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.

  • Loans from Affiliates If any loans are made to the Company by an Affiliate of the Advisor, the maximum amount of interest that may be charged by such Affiliate shall be the lesser of (i) 1% above the prime rate of interest charged from time to time by The Bank of New York and (ii) the rate that would be charged to the Company by unrelated lending institutions on comparable loans for the same purpose. The terms of any such loans shall be no less favorable than the terms available between non-Affiliated Persons for similar commercial loans.

  • Additional Parties The Lending Agent agrees that additional Clients may be added as parties to this Agreement from time to time upon written notice to the Lending Agent and upon written consent of the Lending Agent to the addition of any such additional Client.

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Additional Partners (a) Effective on the first day of any month (or on such other date as shall be determined by the General Partner in its sole discretion), the General Partner shall have the right to admit one or more additional or substitute persons into the Partnership as General Partners or Limited Partners. Each such person shall make the representations and certifications with respect to itself set forth in Sections 3.7 and 3.8. The General Partner shall determine and negotiate with the additional Partner all terms of such additional Partner’s participation in the Partnership, including the additional Partner’s initial GP-Related Capital Contribution, Capital Commitment-Related Capital Contribution, GP-Related Profit Sharing Percentage and Capital Commitment Profit Sharing Percentage. Each additional Partner shall have such voting rights as may be determined by the General Partner from time to time unless, upon the admission to the Partnership of any Limited Partner, the General Partner shall designate that such Limited Partner shall not have such voting rights (any such Limited Partner being called a “Nonvoting Limited Partner”). Any additional Partner shall, as a condition to becoming a Partner, agree to become a party to, and be bound by the terms and conditions of, the Trust Agreement. If Blackstone or another or subsequent holder of an Investor Note approved by the General Partner for purposes of this Section 6.1(a) shall foreclose upon a Limited Partner’s Investor Note issued to finance such Limited Partner’s purchase of his Capital Commitment Interests, Blackstone or such other or subsequent holder shall succeed to such Limited Partner’s Capital Commitment Interests and shall be deemed to have become a Limited Partner to such extent. Any Additional Partner may have a GP-Related Partner Interest or a Capital Commitment Partner Interest, without having the other such interest. (b) The GP-Related Profit Sharing Percentages, if any, to be allocated to an additional Partner as of the date such Partner is admitted to the Partnership, together with the pro rata reduction in all other Partners’ GP-Related Profit Sharing Percentages as of such date, shall be established by the General Partner pursuant to Section 5.3. The Capital Commitment Profit Sharing Percentages, if any, to be allocated to an additional Partner as of the date such Partner is admitted to the Partnership, together with the pro rata reduction in all other Partners’ Capital Commitment Profit Sharing Percentages as of such date, shall be established by the General Partner. (c) An additional Partner shall be required to contribute to the Partnership his pro rata share of the Partnership’s total capital, excluding capital in respect of GP-Related Investments and Capital Commitment Investments in which such Partner does not acquire any interests, at such times and in such amounts as shall be determined by the General Partner in accordance with Sections 4.1 and 7.1. (d) The admission of an additional Partner will be evidenced by (i) the execution of a counterpart copy of, or counter-signature page with respect to, this Agreement by such additional Partner, or (ii) the execution of an amendment to this Agreement by the General Partner and the additional Partner, as determined by the General Partner, or (iii) the execution by such additional Partner of any other writing evidencing the intent of such person to become a substitute or additional Limited Partner and to be bound by the terms of this Agreement and such writing being accepted by the General Partner on behalf of the Partnership. In addition, each additional Partner shall sign a counterpart copy of the Trust Agreement or any other writing evidencing the intent of such person to become a party to the Trust Agreement.

  • NOTES HELD BY THE COMPANY OR ITS AFFILIATES Without limiting the generality of Section 2.18, in determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed not to be outstanding; provided, however, that, for purposes of determining whether the Trustee is protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.

  • Sharing Information With Affiliates of the Lenders Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of the Loan Parties hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement to any such Subsidiary or Affiliate subject to the provisions of Section 11.9.1 [General].