Agreements with Members. (a) Except as provided in Section 6.6(b), Purchaser, each Seller and the Company agrees that it will continue to be bound by its applicable Legacy Affiliate Agreement(s) until terminated at the Closing and (ii) will execute and deliver at the Closing, and cause its Newspaper Affiliates to execute and deliver at the Closing, its New Affiliation Agreement, effective on the Closing Date.
(b) Xxxxxx Holdings Company shall cause WPC LLC to enter into a New Affiliation Agreement at the Closing with respect to The Washington Post newspaper, effective on the Closing Date. Tribune Media Company shall cause Tribune Publishing Company and each of its Newspaper Affiliates to enter into a New Affiliation Agreement at the Closing, effective on the Closing Date.
(c) As of the Closing, each existing Legacy Affiliate Agreement shall be terminated.
Agreements with Members. The Board of Directors and such duly authorized officers shall have the power to carry out all agreements of the Company with its Members in every way advantageous to the Company representing the Members collectively.
Agreements with Members. 27 7.6 Depository ................................................................ 27 ARTICLE VIII BOARD OFFICERS; PRESIDENT AND CHIEF EXECUTIVE OFFICER ......................................................... 27 8.1
Agreements with Members. Notwithstanding anything to the contrary contained in this Agreement, any actions or decisions to be made on behalf of the Company or any Subsidiary of the Company with respect to any agreement, contract or arrangement between the Company or any Subsidiary of the Company, on the one hand, and Courtelis (or an Affiliate of Courtelis), on the other hand, shall be made exclusively by Kislak and HMG/Orlando. Similarly, notwithstanding anything to the contrary contained in this Agreement, any actions or decisions to be made on behalf of the Company or any Subsidiary of the Company with respect to any agreement, contract or arrangement between the Company or any Subsidiary of the Company, on the one hand, and Kislak (or an Affiliate of Kislak), on the other hand, shall be made exclusively by Courtelis and HMG/Orlando. Additionally, notwithstanding anything to the contrary contained in this Agreement, any actions or decisions to be made on behalf of the Company or any Subsidiary of the Company with respect to any agreement, contract or arrangement between the Company or any Subsidiary of the Company, on the one hand, and HMG/Orlando (or an Affiliate of HMG/Orlando), on the other hand, shall be made exclusively by Courtelis and Kislak.
Agreements with Members. You are solely responsible for establishing your own terms and conditions for the provision of services to Bluetooth SIG Members, including with regard to scope of services, pricing, etc., and you agree that you will comply with and fulfill all obligations to Bluetooth SIG Members in accordance with those terms and conditions. You agree that Bluetooth SIG is not a party to any agreement between you and a Bluetooth SIG Member and that Bluetooth SIG is not responsible for your or any Bluetooth SIG Member’s performance under or compliance with any agreement between you and a Bluetooth SIG Member. You will ensure that the terms and conditions of any agreement with a Bluetooth SIG Member are not inconsistent with this Agreement and will not make or attempt to make any representations or warranties on behalf of Bluetooth SIG. Notwithstanding anything to the contrary in the Bluetooth SIG Website Terms of Use, following your receipt of a Designation Notice you may maintain an Account (as defined in the Bluetooth SIG Website Terms of Use) under the membership account of each Member to which you provide services as a Bluetooth Qualification Consultant for use solely in connection with the provision of services to that Member.
Agreements with Members. The Seller agrees that it will use its commercially reasonable efforts to assist the Purchaser and the Members (or the other non-Purchaser parties to the Affiliate Transition Agreements) to effect the transition of affiliate customers to direct customers under the Affiliate Transition Agreements. As of the Closing, the Seller shall amend the Contracts between the Seller and its Members set forth on Schedule 7.7 to the extent necessary to terminate any post-Closing rights or Liabilities between the Seller and such Member exclusively related to the Business, other than those set forth as Purchased Assets or Assumed Liabilities herein.
Agreements with Members. The Company may from time to time enter into one or more agreements with a Member concerning the purchase by the Company of administrative or other services from a Member or Affiliates of a Member. Prior to each calendar quarter, the Managers shall estimate the cost of such services for the following quarter. Within fifteen (15) days after the end of each calendar quarter, the Company shall reimburse each Member at cost for any such services provided.
Agreements with Members. As a condition to the Company's obligation to register the Shares to be issued in the Merger to a Member, that Member shall have entered into an agreement with the Company (a "Registration Agreement") on or before the date the Merger takes effect, which provides that Member may sell not more than 15% of the Member's Shares during the period beginning on the date on which the Company terminates its sale of shares of Common Stock in the IPO and ending nine months thereafter (the "Restricted Period"). The Registration Agreement shall also include such other terms and conditions as may be appropriate for compliance with applicable securities laws or are otherwise customary for secondary sales of securities, including the following:
(a) Without the prior written consent of the Company, Member shall sell Shares only in accordance with the plan of distribution described under the heading "Selling Stockholders" or "Plan of Distribution" (whichever shall be applicable) in the Prospectus.
(b) Member will deliver a Prospectus to each buyer of Shares and otherwise sell Shares in compliance with the Securities Act and the Rules and Regulations of the Commission.
(c) Member agrees to the placement to a legend on the stock certificates representing the Member's Shares that are subject to the restriction on sales during the Restricted Period.
(d) The Company shall bear all Registration Expenses incurred in connection with any registration, qualification or compliance of the Shares pursuant to this Agreement. All Selling Expenses incurred by a Member shall be borne by that Member. With respect to any underwritten offering of Shares, all Selling Expenses shall be borne by the holders of the securities so registered pro rata on the basis of the number of their shares so registered.
(e) Each Member shall furnish to the Company such information regarding the distribution proposed by such Member as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration referred to in this Agreement.
(f) The Company will keep Members advised in writing as to the status of the registration of their Shares and will use good faith efforts to keep such registration effective for a period ending on the earlier of the second anniversary of the date on which the Merger takes effect or until the Members have completed the distribution of Shares described in the registration statement.
(g) The Company will prepare and file with the Commission...
Agreements with Members. A Member Town and the District may en- ter into separate agreement to further the purposes hereunder, subject to the following:
A. Any such agreement shall clearly set forth the purpose for which the agreement is en- tered, the duration and term of the agreement, rights and responsibilities of the parties under the agreement, any continuing rights and obligations of the parties upon with- drawal of the member from the District or upon dissolution of the District, and other terms as the parties may deem necessary.
B. In the case of an agreement providing for such member to take on responsibility for any debt of the District, the agreement shall specifically set forth the amount of debt for which such member may be liable, the conditions under which such liability shall arise, and any obligations upon withdrawal of a member or upon dissolution.
C. Similarly, in the case of an agreement by which a member agrees to make a monetary or in-kind contribution to the District or provide a service to the District, the agree- ment shall specifically state the limits of such contributions and services and any con- tinuing obligations upon withdrawal or dissolution.
Agreements with Members. The Agency intends to carry out activities in furtherance of its purposes consistent with the powers established by this Agreement and with the participation of all Members. Notwithstanding the foregoing, the Board shall have the authority to approve any agreements with one or more Members in order to further the purposes of the Agency, including, but not limited to, the commencement of a condemnation action within the jurisdictional boundary of the agreeing Member or Members.
