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. 37 Section 9.1. Conveyance and Transfer of Owned Real Property.................................... 37 Section 9.2. Taxes............................................................................. 37 Section 9.3. Employees and Employee Benefit Plans.............................................. 40 Section 9.4. Post-Closing Remittances.......................................................... 41 Section 9.5. Superannuation.................................................................... 41 Section 9.6. Insurance......................................................................... 46 ARTICLE X. TERMINATION............................................................................ 46 Section 10.1. Termination....................................................................... 46 Section 10.2.
Additional Agreement of the Parties. The Borrower and each of the Optionholders do hereby agree, as follows:
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 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.
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:
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. 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.
