Additional Agreement of the Parties. Each Party shall obtain from each of its Affiliates, employees, contractors and agents, who (a) are performing the Research Programs or any activities under a Development Program, (b) are otherwise participating in the Exploitation of the Licensed Products or (c) otherwise have access to any Confidential Information of the other Party, rights to any and all Information and inventions that relate to the Collaboration Antigens, Antibodies, Candidate Drugs or Licensed Products, such that the other Party shall, by virtue of this Agreement, receive from such Party, without payments beyond those required by Article 9, the licenses and other rights granted to the other Party.
Additional Agreement of the Parties. Each of Xxxx.xxx, the Lenders, and the other parties signatories hereto (collectively, the “Parties”) do hereby agree, as follows:
Additional Agreement of the Parties. 31 Section 9.1. Conveyance and Transfer of Owned Real Property................................... 31 Taxes............................................................................ 31 Section 9.3. Employees and Employee Benefit Plans............................................. 32 Section 9.4. Post-Closing Remittances......................................................... 34 Section 9.5. Insurance........................................................................ 34 ARTICLE 10. TERMINATION........................................................................... 34 Section 10.1. Termination...................................................................... 34 Section 10.2.
Additional Agreement of the Parties a. The parties shall act reasonably and in good faith in complying with their obligations under this Agreement. The parties shall cooperate with one another to carry out to the fullest extent possible the purposes of this Agreement.
b. This Agreement may be amended only by the mutual written consent of the parties to this Agreement.
c. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California and shall be interpreted in such a manner as to be effective and valid under tje laws of the State of California. If any provisions of this Agreement dhalx xx deemed to be prohibited by law or invalid, such provisions shall be ineffective only to the extent of the prohibition or validity, without invalidating the remainder of such provision or the remaining provisions of the Agreement.
d. The waiver by one party of the performance in observance of any covenant or condition to be performed or observed by the the other hereunder shall not invalidate this Agreement, nor constitute a waiver by such party of any other covenant, or condition to be performed or observed by the other hereunder. The exercise by either party hereto of any right, privelege or remedy provided by this Agreement shall not constitute a waiver by such party of any other covenant, or condition to be performed or observed by the other party under this Agreement. The exercise by either party hereto of any right, privilege or remedy provided by this Agreement or otherwise by law shall not exclude the exercise of any gifts, privilege or remedy. 7
e. This Agreement may not be assigned or transferred by either party without the prior written consent of the other parties hereto.
f. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have given if delivered personally, given by facsimile or mailed by registered or certified mail (return receipt requested) or by Federal Express or other overnight delivery, as follows: TO ANLIC: Anchor Life Insurance Company 1 SuxXxxxxxx Xxxxxx Xxx Xxxxxxx, XX 00000-0000 Attn: Jana Xxxxx President SunAmerica Retirement Markets, Inc. COPY TO: SunAmerica Inc. 1 SuxXxxxxxx Xxxxxx Xxx Xxxxxxx, XX 00000-0000 Attn: Susax X. Xxxxxx Senior Vice President General Counsel-Corporate Affairs IF TO AURORA: Aurora National Life Assurance Company 2525 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000-0000 Attn: Kevix Xxxxxxx General Counsel Any party to this AGreement may chan...
Additional Agreement of the Parties. The Borrower and each of the Optionholders do hereby agree, as follows:
Additional Agreement of the Parties. In order to avoid including the July 2007 Uncommitted Loan and the Letter of Credit obtained therewith on a duplicative basis in calculating the financial covenants set forth in the Credit Agreement, and in order to make certain conforming changes in connection therewith, the parties hereto agree and acknowledge the following: (i) solely for the purpose of calculating the Debt to EBITDA ratio in Section 6.11 and determining the PDP Collateral Coverage Ratio and the Proved Collateral Coverage ratio in Section 6.12, "Indebtedness" shall not include the amount of the Company's Liabilities with respect to the Letter of Credit, (ii) solely for the purpose of calculating the Current Ratio in Section 6.10, "Consolidated Current Liabilities" shall not include the amount of the Company's Liabilities with respect to the Letter of Credit, and (iii) solely for the purpose of calculating the Current Ratio in Section 6.10, "Consolidated Current Assets" shall not include the amount of the cash collateral held by the issuing bank with respect to the Letter of Credit.
Additional Agreement of the Parties. (a) The Purchasers acknowledge that the Class B Non-voting Common Stock issuable upon exercise of the Warrants and the Additional Warrants has no voting rights, but in other respects is entitled to the same rights as the Class A Common Stock of the Company, and pursuant to the Fourth Article of the Certificate of Incorporation of the Company, a holder of Class B Non-voting Common Stock is entitled to convert at the holder's election and 18 20 at any time any or all of such holder's Class B Non-voting Common Stock into shares of Class A Common Stock at the rate of one share of Class B Non-voting Common Stock for one share of Class A Common Stock.
(b) Notwithstanding the provisions of the Certificate of Incorporation of the Company establishing conversion rights with respect to the Class B Non-voting Common Stock, the Company and the Purchasers each severally agree as follows: (i) the Purchasers will not exercise, and hereby waive irrevocably, any right to elect to convert shares of Class B Non-voting Common Stock issuable upon exercise of the Warrants and the Additional Warrants to shares of Class A Common Stock if, as a result of such conversion, Centre Partners Management LLC, Centre Partners II, L.P. and the Purchasers (individually, a "Centre Entity" and collectively, the "Centre Entities") would hold, collectively, of record or beneficially with power to vote, more than 50% of the shares of Class A Common Stock outstanding immediately following such conversion, unless concurrently with such conversion the shares of Class A Common Stock are transferred to an unaffiliated person or entity; (ii) the Company shall be entitled to refuse to honor and carry out an election to convert shares of Class B Non-voting Common Stock in violation of clause (i) above; and (iii) the limitations on the conversion of the Class B Non-voting Common Stock issuable upon exercise of the Warrants and the Additional Warrants shall apply only so long as the shares of Class B Non-voting Common Stock are owned by any of the Centre Entities and do not apply to a conversion exercised in connection with a sale or transfer of shares of Class B Non-voting Common Stock by a Centre Entity to a person or entity that is not an affiliate of the Centre Entities.
Additional Agreement of the Parties. (a) Physical Inventory. Sellers shall continue their practice of periodic cycle counts of the Inventory through the Closing Date. If such cycle counts result in either increases or decreases to Inventory balances, such adjustments shall be reflected in the calculation of the Estimated Net Working Capital (as defined below) and the Closing Date Statement.
Additional Agreement of the Parties. 37 9.1. Taxes and Fees In Connection With Transfer of Certain Purchased Assets...............37 9.2. Taxes................................................................................37 9.3.
Additional Agreement of the Parties. Each of Xxxx.xxx, the Xxxxxxx Group, the Recovery Group and Rineon (collectively, the "Parties") do hereby agree, as follows:
