Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN LABORATORIES INC. By: /s/ Exxxxx X. Xxxxxxxxx Name: Exxxxx X. Xxxxxxxxx Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ Bxxxx Xxxxxxx Name: Title: OTC Warrant Confirmation EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enfor...
Affected Parties. The following other parties are a party to the creation of a Multiple Employer Workplace and are affected by this Agreement and the responsibilities of the Prime Contractor as laid out herein: Firm Name Address File#
Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Indemnifiable Tax. For purposes of this Agreement, “Indemnifiable Tax” shall not include any Tax imposed pursuant to sections 1471 through 1474 of the Code.
Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Master Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. By: Name: Title: Acknowledged and agreed as to matters relating to the Agent: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent hereunder By: Name: Title: EXHIBIT A FORM OF SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of OTC VWAP Minus Date: ML Ref: To: Openwave Systems Inc. (“Counterparty”) Attention: Xxx Xxxxxx From: Xxxxxxx Xxxxx International (“MLI”) Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC VWAP Minus between Counterparty and MLI, dated as of January 30, 2007. The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation. The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: Prepayment Amount: Prepayment Date: Valuation Date: First Acceleration Date: Settlement Price Adjustment Amount: Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. By: Name: Title: Acknowledged and agreed as to matters relating to the Agent: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent xxxxxxxxx By: Name: Title: EXHIBIT B GUARANTEE OF XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Openwave Systems Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“MLI”), under the terms of the Master Confirmation of...
Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, BANK OF AMERICA, N.A. By: /s/ XXXX X. XXXXXXXXX Name: Xxxx X. Xxxxxxxxx Title: Authorized Signatory Confirmed as of the date first above written: GILEAD SCIENCES, INC. By: /s/ XXXX X. XXXXXXXX, PH.D. Name: Xxxx X. Xxxxxxxx, Ph.D. Title: Executive Vice President and Chief Financial Officer
Affected Parties. If there are 2 Affected Parties each party will determine an amount equivalent to the Termination Currency Equivalent of the sum of the Close-out Amount(s) (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions and the Early Termination Amount will be an amount equal to (A) the sum of (I) one-half the difference between the higher amount so dertmined (by Party “X”) and the lower amount so determined (by Party “Y”)
Affected Parties. For the purposes of Section 6(e) (Payments on Early Termination), both parties shall be deemed to be Affected Parties in connection with the Termination Events described in Section 5(b)(i) and (ii), so that payments on early termination shall be calculated as provided in Section 6(e)(ii).
Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours,
Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Master Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: CONAGRA FOODS, INC. By: Name: Title: Acknowledged and agreed as to matters relating to the Agent: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent hereunder By: Name: Title: SCHEDULE A This Schedule A shall apply to a Transaction if specified as applicable in the relevant Supplemental Confirmation. To the extend specified below, this Schedule A shall modify the relevant terms of the Master Confirmation.
Affected Parties. City of Star, Mayor, Council, City staff, Police & Facilities Departments
