Agreement of Company. The Company hereby agrees that it will take all Necessary Actions to cause the matters addressed by this Article II to be carried out in accordance with the provisions thereof. Without limiting the foregoing, the Secretary of the Company or such other officer or employee of the Company who may be fulfilling the duties of the Secretary, shall not record any vote or consent or other action contrary to the terms of this Article II.
Agreement of Company. The Company hereby agrees that it will take all Necessary Actions to cause the matters addressed by this Section 4 to be carried out in accordance with the provisions thereof. Without limiting the foregoing, the Secretary of the Company or such other officer or employee of the Company who may be fulfilling the duties of the Secretary, shall not record any vote or consent or other action contrary to the terms of this Section 4.
Agreement of Company. The Company agrees that, except as may be required by law, court order, or a valid request by a government agency, the Company will not make any written statement, and no officer of the Company or member of the Board of Directors of the Company will, directly or indirectly, make any statement, oral or written, or perform any act or omission which disparages Executive or casts Executive in a negative light. This Paragraph 4(b) shall not in any way limit the ability of the Company or any member of the Board of Directors to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, or as otherwise required by law.
Agreement of Company. COMPANY expressly acknowledges and agrees that it is acquiring 100% of the Capital Stock of NEW WORLD from the SELLER without any representations or warranties of any kind made by SELLER or any other party with respect to NEW WORLD including without limitation, any representations or warranties with respect to the NEW WORLD’s business, financial condition, assets, operations, contracts, results of operations, or future prospects. COMPANY is relying exclusively on its own due diligence investigation of NEW WORLD with respect to such matters. The COMPANY and its authorized agents have had reasonable access to its properties, books, records, files, and documents relating to the COMPANY to engage in due diligence as shall be reasonable under the circumstances. COMPANY understands that all liabilities of NEW WORLD that accrue prior to the Closing Date shall not be part of the 100% acquisition of the NEW WORLD Capital Stock form SELLER. From and after the Closing Date, SELLER and NEW WORLD shall indemnify COMPANY and its officers and directors from and against all liabilities of SELLER and NEW WORLD that shall have accrued prior to the Closing Date, and all liabilities arising in any way out of SELLER’s ownership of the CAPITAL STOCK of NEW WORLD prior to the Closing Date. COMPANY shall have liability for all such liabilities that accrue from and after the Closing Date.
Agreement of Company. The Company agrees, for itself and its successors, assigns, and any entity which it controls, that, in consideration of Synopsys' approval, as the sole stockholder of Company, of the investments being made by the Investors and the other transactions contemplated in connection therewith, the Company will be bound to the restrictions described in this Section 3.1.
(a) During the Restriction Period (as defined in Section 3.5 hereof), the Company will not, anywhere in the world in any capacity (whether as an agent, consultant, advisor, independent contractor, partner or otherwise) (i) develop, sell, license, market, distribute or support any EDA product or service, (ii) provide training or consulting services involving EDA, or (iii) run, own, manage, operate, control or invest in any company or other entity that engages in any activity involving EDA; provided, however, that (x) in the event the Company is acquired in a transaction permitted by Section 3.3 hereof, this prohibition shall not apply to (I) the EDA activities of the acquiror as they existed on the date of such acquisition or (II) additional EDA activities commenced by the acquiror after the date of such acquisition if such activities are conducted entirely by persons who were not employees or officers of the Company on or before the date of such acquisition and without any use of any patent, trademark, copyright or other intellectual property or other asset owned by the Company on or before the date of such acquisition, (y) this section shall not prohibit the Company from owning less than a 20% equity interest in a company that derives less than 20% of its revenues from EDA activities, and (z) anything to the contrary in this Section 3.1 notwithstanding, the Company may acquire a company which derives more than 20% of its revenues from EDA activities, provided that (a) Synopsys consents to the acquisition, which consent shall not be unreasonably withheld or delayed, and (b) the Company, with reasonable promptness, terminates such EDA activities through commercially reasonable means including, but not limited to, asset sales. Synopsys acknowledges that the Company is not in violation of this Section 3.1 on the date hereof.
(b) (i)"EDA" shall mean electronic design automation products and services (including, without limitation, logic synthesis, test and timing analysis, verification, emulation, simulation, modeling, design reuse, physical design and hardware-software co-verification) for integrated ...
Agreement of Company. Subject to Section 6(a) and Section 3(d) hereof, the Company hereby acknowledges that:
(a) The Company has received a copy of the Security Agreement. Upon the occurrence of an Event of Default by the Borrower under the Security Agreement, the Agent may, to the extent provided for in the Security Agreement, attempt to exercise any and all rights of the Borrower under the Assigned Agreements. In such event, the Company shall not oppose the exercise of such rights or the assignment of the Assigned Agreements to the Agent. The Borrower agrees that the Company is authorized to act in accordance with the Agent's or any assignee's exercise of the Borrower's rights in accordance with this Section 3(a) and that the Company shall bear no liability to the Borrower in connection therewith.
(b) Except as otherwise provided in the Assigned Agreements, the Company will not agree with the Borrower to terminate any Assigned Agreement (unless required by any governmental or state agency) without the prior written consent of the Agent, which consent shall not be unreasonably withheld.
(c) The Company shall provide to the Agent the same rights as the Borrower shall have under and pursuant to the Assigned Agreements or any applicable law, regulation or order, to (i) receive notice, (ii) cure any default or breach thereunder and (iii) participate before governmental or regulatory agencies.
(d) In the event that the Agent succeeds to the Borrower's interest under any Assigned Agreement, whether by foreclosure or otherwise, the Agent shall assume liability for all of the Borrower's obligations under such Assigned Agreement including the payment of all amounts due and owing to the Company in connection with the production of polyvinyl chloride resin (other than damages incurred by the Borrower that are not expressly provided for in the Assigned Agreements), in accordance with the Assigned Agreements (such amounts due and owing, the "Amounts Due").
(e) Upon the exercise by the Agent of any of its remedies against the Borrower, if the Agent attempts to assign or assigns its rights and interests and the rights and interests of the Borrower under any Assigned Agreement to any purchaser or transferee of the Burlington South Plant, the Company will not oppose such assignment so long as such purchaser or transferee shall (i) assume all of the obligations of the Borrower under such Assigned Agreement and (ii) be at least as capable of performing the services required by such Assigned Agre...
Agreement of Company. The Company agrees that it shall not grant any Lien on the Collateral to any Person except (a) the Senior Secured Parties pursuant to the Senior Loan Documents, (b) in respect of indebtedness qualifying as Junior Lien Debt satisfying all of the requirements set forth in the definition of Junior Lien Debt or (c) except as otherwise permitted under the Senior Loan Documents. The Company further agrees not to consent to any action of any Junior Secured Party contrary to the terms of this Agreement.
Agreement of Company. The Company agrees that, except as may be required by law, court order, or a valid request by a Government Agency, no member of the Board of Directors will, directly or indirectly, make any statement, oral or written, or perform any act or omission which disparages Executive or casts Executive in a negative light. This Paragraph 9(b) shall not in any way limit the ability of the Company or any member of the Board of Directors to provide truthful testimony or information in response to a subpoena, court order, or valid request by a Government Agency, or as otherwise required by law.
Agreement of Company. Pursuant to Section 6.1 of the Amended and Restated Limited Liability Company Agreement, as from time to time in effect (the "Agreement"), of FT Defined Portfolios LLC, the Delaware limited liability company referenced in the Agreement (the "Company"), the Board of Trustees of the Company is authorized to adopt these Bylaws provided that such Bylaws are not inconsistent with the Agreement. Accordingly, with regards to any provision of these Bylaws that is inconsistent with the Agreement, the terms of the Agreement shall control.
Agreement of Company. The Company hereby agrees that it will take all Necessary Actions to cause the matters addressed by this SECTION III to be carried out in accordance with the provisions thereof.
