Common use of Additional Agreements of the Parties Clause in Contracts

Additional Agreements of the Parties. (a) The Parties hereto agree that, provided the Closing occurs on June 24, 1999, then for purposes of calculating the Current Market Price per share of Class A Common Stock pursuant to Section 2(a)(ii) of the Purchase Agreement and pursuant to Section 4(b) of this First Amendment, the Current Market Price shall be the average of (i) the Current Market Price determined by using the 20-day trading period commencing on May 25, 1999 and ending on June 22, 1999 and (ii) the Current Market Price determined by using the 20-day trading period commencing on May 26, 1999 and ending on June 23, 1999. (b) The Parties further agree that the number of shares of Class A Common Stock issuable pursuant to Section 2(a) of the Purchase Agreement shall be reduced by the number of shares of Class A Common Stock having a total market value (based on Current Market Price) equal to the sum of US$45,680,000 (the "Offsetting Amount"). In the event that for any reason the Closing does not occur on June 24, 1999, then the Offsetting Amount shall be reduced dollar for dollar to the extent that the Transferors make any scheduled payments in respect of the Remaining Amount due under the Sony Contract (as in effect on the date hereof) during the period from June 24, 1999 to the Closing Date; provided that (i) such scheduled payment by the Transferors was made after consultation with, and after having obtained the prior written consent of, Seller (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) the aggregate reduction in the Offsetting Amount shall not exceed the Remaining Amount. The aggregate number of shares issuable to each of the ASkyB Buyer and the MCI Buyer shall be reduced on a pro rata basis. (c) The Transferors acknowledge receipt of Seller's letter, dated June 3, 1999, notifying the Transferors that Seller is designating certain Xxxxxxx Contracts as Excluded Contracts pursuant to Section 5(c)(iii) of the Purchase Agreement and the Transferors hereby waive the 30-day notice requirement set forth in such Section 5(c)(iii) with respect to the Xxxxxxx Contracts identified in such letter. (d) The Transferors acknowledge and agree that Seller will continue to negotiate the terms of Seller's Launch Insurance and that the Transferors will pay the premiums for such Seller's Launch Insurance, in an amount not to exceed the premiums set forth in the Binder, as and when such premiums become due and in any event no later than 30 days before the scheduled launch date of Sky I or Sky II, as applicable. (e) In the event that the Transferors are unable to procure the necessary consents to assignment of the Sony Contract, then, in consideration for Seller receiving all of the benefits under the Sony Contract and having the right to direct all actions to be taken in connection with the Sony Contract as provided in Section 5(g)(ii) of the Purchase Agreement, Seller agrees to assume the obligations and liabilities of ASkyB under the Sony Contract; provided that the assumption by Seller of such obligations and liabilities shall not constitute a waiver by Seller of its right to indemnification by the Transferors pursuant to Section 7 of the Purchase Agreement for any breach by the Transferors of any representation or warranty set forth in the Purchase Agreement. If the Transferors have not assigned the Sony Contract pursuant to the Purchase Agreement, then from and after the Closing Date the Transferors shall, at any time and from time to time, take any and all actions that Seller may reasonably request the Transferors to take in connection with the Sony Contract.

Additional Agreements of the Parties. 7.01 Employment and Plans (a) The Parties hereto agree thatNo later than seven (7) days prior to the Closing, provided the Closing occurs on June 24, 1999, then for purposes Buyer shall notify the Company of calculating the Current Market Price per share of Class A Common Stock pursuant to Section 2(a)(iiat least fifty (50) of the Purchase Agreement and pursuant Company's Employees who shall have the opportunity to Section 4(bremain employed by the Company or to be employed by the Buyer or one of its Affiliates after the Closing on an at-will basis (the “Selected Employees”). Subject to the confirmation in writing at least one (1) day prior to the Closing Date by such Selected Employee of this First Amendmenthis or her intention to be so employed, each Selected Employee shall be retained by the Buyer or the Company on an at-will basis. On or before the Closing Date, the Current Market Price Seller shall cause the Company to terminate the employment of each Company’s Employee who is not a Selected Employee who has delivered such confirmation, and the Seller shall be liable for all notice, severance, unused vacation, earned but unpaid incentive payments and other benefits arising from or payable upon the average termination of employment (the “Termination Costs”) in each such case. The Buyer agrees that Selected Employees (i) shall receive the Current Market Price determined by using same base pay that they received as employees of the 20-day trading period commencing on May 25Company as of November 30, 1999 and ending on June 222005, 1999 and (ii) shall be entitled to the Current Market Price determined same number of days of annual paid vacation that they were entitled to as employees of the Company as of November 30, 2005; provided however, that such paid vacation entitlement may not exceed the maximum paid vacation entitlement offered under the Buyer’s existing vacation plan, (iii) shall be eligible, following the Closing Date, for the benefit plans offered by using the 20-day trading period commencing on May 26Buyer under the terms of such plans, 1999 and ending on (iv) following the Closing Date until June 2330, 19992006, shall be eligible for sales and project incentive payments under the terms of the applicable Company plans as of the Closing Date, and, thereafter, under the terms of such plans maintained by the Buyer. The Company may, at its discretion, within ninety (90) days following the Closing Date, provide to the Seller a list of not more than ten (10) Selected Employees whose employment is subject to termination by the Company, and the Seller shall be liable for all Termination Costs of each such Selected Employee, including paying directly to each such Selected Employee all Termination Costs that may be paid directly, and reimbursing the Buyer for all additional Termination Costs; provided however, that the Seller shall not be obligated to pay to any Selected Employee described in the foregoing clause any Termination Costs more beneficial than the severance such claimant would have been entitled to as a Scheduled Employee or any vacation pay or sales or incentive compensation earned after the Closing Date. (b) The Parties further agree Buyer shall cause the Company to maintain the Company Plans identified on Schedule 7.01(b) (or other benefit plans that provide substantially similar benefits in the number of shares of Class A Common Stock issuable pursuant to Section 2(aaggregate) of the Purchase Agreement shall be reduced by the number of shares of Class A Common Stock having a total market value (based on Current Market Price) equal to the sum of US$45,680,000 (the "Offsetting Amount"). In the event that for any reason from the Closing does not occur on June 24Date through February 28, 1999, then the Offsetting Amount shall be reduced dollar for dollar to the extent that the Transferors make any scheduled payments in respect of the Remaining Amount due under the Sony Contract (as in effect on the date hereof) during the period from June 24, 1999 to the Closing Date; provided that (i) such scheduled payment by the Transferors was made after consultation with, and after having obtained the prior written consent of, Seller (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) the aggregate reduction in the Offsetting Amount shall not exceed the Remaining Amount. The aggregate number of shares issuable to each of the ASkyB Buyer and the MCI Buyer shall be reduced on a pro rata basis2006. (c) The Transferors acknowledge receipt For purposes of Sellerparticipation and vesting, but not benefit accrual, (i) in the Buyer's letterdefined contribution "401(k)" program and defined benefit retirement program (if any), dated June 3or (ii) for other differential benefits based on length of service under any arrangements maintained or otherwise provided to Selected Employees by the Buyer after the Closing Date, 1999the Buyer shall credit Selected Employees for prior service with the Company, notifying based upon their date of hire by the Transferors that Seller is designating certain Xxxxxxx Contracts as Excluded Contracts pursuant to Section 5(c)(iii) of the Purchase Agreement and the Transferors hereby waive the 30-day notice requirement set forth in such Section 5(c)(iii) with respect to the Xxxxxxx Contracts identified in such letterCompany. (d) The Transferors acknowledge Seller shall bear all costs of any retention agreement executed prior to the Closing Date with any Company’s Employee. The Seller shall pay each Company’s Employee full credit for and agree that Seller will continue use of all vacation time, sick leave or other paid leave, if any, accrued (but unused) up to negotiate the terms of Seller's Launch Insurance and that Closing Date in accordance with Company policies in effect immediately prior to the Transferors will pay the premiums for such Seller's Launch Insurance, in an amount not to exceed the premiums set forth in the Binder, as and when such premiums become due and in any event no later than 30 days before the scheduled launch date of Sky I or Sky II, as applicableClosing Date. (e) The Buyer shall take any and all necessary action to cause the trustee of a defined contribution plan of the Buyer, if requested to do so by a Selected Employee, to accept a direct rollover of all or a portion of such Selected Employee's distribution from a Seller employee benefit plan that constitutes an eligible rollover distribution pursuant to Section 402(c)(4) of the IRC .. (f) Except as provided in the last sentence of Section 7.01(a) or otherwise explicitly stated in this Agreement or any Transaction Document, from and after the Closing Date, the Buyer shall be solely responsible for all claims, costs, Taxes (all types), charges, liabilities, and termination and severance benefits (if any), of any nature incurred after the Closing Date with respect to the employment or termination of employment of Selected Employees in respect of the period after the Closing Date. In the event that the Transferors are unable to procure the necessary consents to assignment Buyer employs, within 180 days of the Sony Contracttermination of employment by the Seller or the Company thereof, thenany Company’s Employee who has received Termination Costs from the Seller pursuant to this agreement, the Buyer shall reimburse the Seller for such Termination Costs. (g) No Company's Employee, Selected Employee or Scheduled Employee shall be a third party beneficiary of this Agreement. 7.02 Access (a) From the date of this Agreement until the Closing Date, the Seller shall cause the Company to afford the Buyer and its representatives access upon reasonable advance notice, to the Company and its employees as the Buyer may reasonably request in consideration for Seller receiving all of order to consummate the benefits under the Sony Contract and having the right to direct all actions to be taken in connection with the Sony Contract as provided in Section 5(g)(ii) of the Purchase transactions contemplated by this Agreement, and the Seller agrees shall cause the Company to assume the obligations and liabilities of ASkyB under the Sony Contract; provided that the assumption by Seller of such obligations and liabilities shall not constitute a waiver by Seller of its right to indemnification by the Transferors pursuant to Section 7 of the Purchase Agreement for any breach by the Transferors of any representation or warranty set forth in the Purchase Agreement. If the Transferors have not assigned the Sony Contract pursuant to the Purchase Agreement, then from cooperate fully therewith. (b) From and after the Closing Date, each Party agrees to cooperate with and to grant to the other Party and its respective officers, employees, attorneys, accountants, representatives and agents, during normal business hours, reasonable access to the such Party's management personnel and such other information and records relating to the Business in their possession after the Closing Date and to permit copying or, where reasonably necessary, to furnish original documents relating to the Transferors shallBusiness for the purposes of (i) any financial reporting or Tax matters (including without limitation any financial and Tax audits, at Tax contests, Tax examination, preparation for any time Tax Returns or financial records); (ii) any investigation being conducted by any Governmental Body involving either Party or the Business; (iii) any claims or litigation involving either Party or the Business; or (iv) any similar or related matter. Each Party shall use its commercially reasonable efforts to ensure that its access to and from time requests for records and documents pursuant to time, take any and all actions that Seller may reasonably request the Transferors this Section 7.02(b) are conducted so as not to take in connection interfere with the Sony Contractnormal and ordinary operation of the other Party's business. Each Party acknowledges that the records and documents made available to such Party pursuant to this Section 7.02(b) constitute confidential information of the disclosing Party.

Additional Agreements of the Parties. (a) The Parties hereto agree thatas follows: a. The Parties agree that (x) as of May 14, provided 2024, the Closing occurs on June 24, 1999, then for purposes of calculating the Current Market Price per share of Class A Common Stock pursuant to Section 2(a)(ii) current balance of the Purchase Agreement Term Loan, including principal, interest, deferred interest and pursuant to Section 4(b) of this First Amendmentlate fees, under the Current Market Price shall be the average of (i) the Current Market Price determined by using the 20-day trading period commencing on May 25Credit Agreement, 1999 and ending on June 22, 1999 is $13,138,008.01 and (iiy) as of May 13, 2024, Lender is holding Restricted Funds in the Current Market Price determined by using the 20-day trading period commencing on May 26, 1999 and ending on June 23, 1999. (b) amount of $915,703.27. The Parties further agree that the number of shares of Class A Common Stock issuable pursuant to Section 2(a(i) a fee, which fee has been fully earned as of the Purchase Eighth Amendment Closing Date, in the amount of $155,000 is due and payable by Borrower to Lender on the earlier of the PSA Closing/Funding Date or the Maturity Date and (ii) $571,200.68 paid by Lender to the Brazos County Tax Assessor on or about March 29, 2024 to satisfy 2023 property taxes due and owing with respect to the iBio Property shall, in each case, be added to the calculation of, and thereby increase the amount of, the Indebtedness Deficiency Amount. x. Xx addition, Xxxxxxxx authorizes Lender on the PSA Closing/Funding Date to apply all Restricted Funds to the then current balance of the Term Loan. x. Xx connection with the A&M PSA, Xxxxxx shall execute and deliver to Xxxxxxxx’s Designee, on or before the PSA Closing/Funding Date, that certain Full Release of Deed of Trust, in form and substance satisfactory to the Parties (the “Lender Lien Release”), which Xxxxxx Xxxx Release will release and discharge the Deed of Trust as defined in the Credit Agreement and the liens created thereby; x. Xx connection with the A&M PSA, Xxxxxx shall deliver to Borrower’s Designee, on or before the PSA Closing/Funding Date, a UCC3 termination statement (the “UCC3 Termination Statement”) to terminate that certain UCC1 financing statement naming Borrower, as debtor, and Lender, as secured party, filing no. 2021 8796170, filed with the Secretary of State of the State of Delaware on November 2, 2011, such UCC3 Termination Statement, to be in form and substance satisfactory to the Parties; e. Upon satisfaction of the conditions set forth in Section 2 hereof, (i) any and all commitments of Lender to lend or otherwise extend credit to Borrower under the Credit Agreement or any other Loan Document shall be reduced by forever terminated; (ii) all of the number Obligations (other than Reserved Obligations) shall be deemed paid in full and otherwise satisfied; (iii) the Credit Agreement, the Guaranty and the other Loan Documents shall terminate and have no further force and effect; (iv) all Liens granted to or for the benefit of shares the Lender under the Security Documents or any other Loan Document shall immediately and automatically terminate and be released, and Borrower or Borrower’s Designee, shall be authorized to file of Class A Common Stock having a total market value record the Lender Lien Release and the UCC3 Termination Statement and to terminate any landlord waivers delivered to Lender in connection with the Security Documents and the other Loan Documents; and (based on Current Market Pricev) equal for the avoidance of debt, the obligations of Parent under the Guaranty with respect to the sum of US$45,680,000 (the "Offsetting Amount"). In the event that for Obligations shall terminate and have no further force and effect. f. Borrower shall promptly deliver to Lender any reason the Closing does not occur on June 24amendments, 1999, then the Offsetting Amount shall be reduced dollar for dollar supplements and other modifications to the extent A&M PSA and otherwise notify Lender or its counsel of any material matters that arise with respect to A&M PSA and the Transferors make any scheduled payments in respect of Transactions related thereto, through and including the Remaining Amount due under the Sony Contract (as in effect on the date hereof) during the period from June 24, 1999 to the Closing PSA Closing/Funding Date; provided that Borrower shall not enter into any such amendments, supplements or modifications that would have an adverse effect on the Adjusted Building Purchase Price, the Upward Adjusted Closing Costs or the rights of Lender hereunder. x. Xx soon as practicable on or after the PSA Closing/Funding Date, as requested by, and at the sole cost of, Xxxxxxxx, Lender shall: (i) deliver to the Borrower or the Borrower’s Designee, in accordance with applicable law and with Borrower’s or a Borrower’s Designee’s written instructions provided to Lender, such scheduled payment by other evidence of the Transferors was made after consultation withLien releases, and after having obtained including terminations of any landlord waivers, provided herein as may be reasonably required to enable Borrower or such Xxxxxxxx’s Designee to terminate or release any Lien or landlord waivers granted to or for the prior written consent ofbenefit of Lender under the Security Documents or the other Loan Documents, Seller (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) cause any possessory collateral, if any, which represents Collateral released hereunder to be delivered to Borrower or the aggregate reduction in the Offsetting Amount shall not exceed the Remaining Amount. The aggregate number of shares issuable to each of the ASkyB Buyer and the MCI Buyer shall be reduced on a pro rata basisapplicable Borrower’s Designee. (c) The Transferors acknowledge receipt of Seller's letter, dated June 3, 1999, notifying the Transferors h. Xxxxxxxx confirms and acknowledges that Seller is designating certain Xxxxxxx Contracts as Excluded Contracts pursuant to Section 5(c)(iii) of the Purchase Agreement Borrower and the Transferors hereby waive the 30-day notice requirement set forth in such Section 5(c)(iii) with respect to the Xxxxxxx Contracts identified in such letter. (d) The Transferors acknowledge Landlord estimate and agree that Seller will continue to negotiate the terms of Seller's Launch Insurance and expect that the Transferors A&M PSA will pay be consummated and funded on May 30, 2024 (the premiums for such Seller's Launch Insurance, in an amount not to exceed the premiums set forth in the Binder, as and when such premiums become due and in any event no later than 30 days before the scheduled launch date of Sky I or Sky II, as applicable“Estimated PSA Closing Date”). (e) In the event that the Transferors are unable to procure the necessary consents to assignment of the Sony Contract, then, in consideration for Seller receiving all of the benefits under the Sony Contract and having the right to direct all actions to be taken in connection with the Sony Contract as provided in Section 5(g)(ii) of the Purchase Agreement, Seller agrees to assume the obligations and liabilities of ASkyB under the Sony Contract; provided that the assumption by Seller of such obligations and liabilities shall not constitute a waiver by Seller of its right to indemnification by the Transferors pursuant to Section 7 of the Purchase Agreement for any breach by the Transferors of any representation or warranty set forth in the Purchase Agreement. If the Transferors have not assigned the Sony Contract pursuant to the Purchase Agreement, then from and after the Closing Date the Transferors shall, at any time and from time to time, take any and all actions that Seller may reasonably request the Transferors to take in connection with the Sony Contract.