Agreements with the Company. None of Seller or any of its affiliates is a party to any agreement with the Company regarding, or otherwise has, any right to nominate or designate any member of the Company’s board of directors.
Agreements with the Company. Except to the extent the Company Disclosure Schedule specifically names the Principal Stockholder as a party thereto, neither the Principal Stockholder nor any of its properties or assets is a party or otherwise subject to any Contract to which any Target Company is a party or by which any Target Company or any of its properties or assets is bound or affected.
Agreements with the Company. Except as set forth in Section 4.4 of the Disclosure Schedules, neither such Seller nor any of its Affiliates is a party or otherwise subject to any Contract to which the Company is a party.
Agreements with the Company. Except as listed by the Company on Schedule 3.10, neither the Seller nor any of its Affiliates is a party or otherwise subject to any Contract to which any Group Company is a party or by which any Group Company or any of the assets of any Group Company is bound.
Agreements with the Company. The Stockholder hereby represents that, except for (i) the Investor Rights Agreement, and (ii) any Company Benefit Plan or Company Stock Plan and any customary director indemnification agreement, there are no agreements between the Stockholder or any of its Affiliates, on the one hand, and the Company or any of its Subsidiaries, on the other hand. Prior to or at the Effective Time, the Stockholder shall terminate (including by permitting such agreements to terminate in accordance with their terms) with respect to such Stockholder and its Affiliates all agreements referred to in clause (i) of the foregoing sentence (including the Investor Rights Agreement), in each case without any further cost or Liability to the Company, Parent or their respective Subsidiaries (including by terminating those provisions of and obligations and liabilities under such agreements that would otherwise expressly survive such termination by their terms).
Agreements with the Company. Section 3.5 of the Seller Disclosure Schedule sets forth a complete, accurate and current list of all material contracts, commitments, arrangements, licenses, obligations, indentures, deeds of trust or other instruments or agreements (each, a “Contract”) between the Sellers or any of their affiliates (other than the Company and its Subsidiaries), on the one hand, and the Company or any of its Subsidiaries (as defined below), on the other hand (collectively the “Company Contracts”), including any Contract pursuant to which the Sellers provide reinsurance to the Company or any of its Subsidiaries (or vice versa), any related arrangement pursuant to which the Sellers have collateralized (to the Company or its Subsidiaries or to any third party) their obligations under such Contracts or any Contract pursuant to which the Seller has authorized the Company or any of its Subsidiaries to underwrite insurance on its behalf (or vice versa) (collectively, the “Reinsurance Contracts”). The Sellers have previously delivered to the Purchaser the Sellers’ forecasted Case and IBNR reserves for the Reinsurance Contracts as of each quarter end in 2005. Each Company Contract is a valid and binding obligation of the Sellers or their affiliates and, to the knowledge of the Sellers, is a valid and binding obligation of the Company or its Subsidiaries, as applicable, and is in full force and effect and enforceable by the applicable Seller or its affiliates, on the one hand, and the Company or its Subsidiaries, on the other hand, in accordance with its terms. Each of the Sellers or their applicable affiliates has performed, and to the knowledge of the Sellers, each of the Company and its Subsidiaries has performed, all material obligations required to be performed by it under each Company Contract, and there has been no breach or default or claim of default by it or, to its knowledge, by the Company or any of its Subsidiaries, under any provision thereof and no event has occurred which, with or without notice, the passage of time or both, would constitute a breach or default by it, or, to its knowledge, the Company or any of its Subsidiaries as applicable, under any provision thereof or that would permit modification, acceleration or termination of any Company Contract by any of the Sellers or their affiliates, on the one hand, or the Company or any of its Subsidiaries, on the other hand, or any other party thereto. Except as set forth in Section 3.5 of the Seller Disclosure Sche...
Agreements with the Company. (a) The Sellers shall not, without the prior written consent of the Purchaser, extend, modify, terminate or renew (or take any action to cause the Company to extend, modify, terminate or renew) any Company Contract (including any Reinsurance Contract, except as expressly set forth in clause (b) below), or enter (or agree to enter) into any Contract which would have been a Company Contract had such Contract been in existence on the date hereof.
(b) The Sellers shall maintain and renew each Reinsurance Contract for a period of one (1) year following the Closing on the terms currently in force, unless such Reinsurance Contract is earlier terminated by the Company in accordance with the terms of such Reinsurance Contract following the Closing; provided, that the arrangements under each such Reinsurance Contract shall continue in all material respects in a manner consistent with past practice and any unilateral action by the Sellers shall not be considered in determining whether arrangements under such Reinsurance Contract continue in all material respects in a manner consistent with past practice.
(c) At the Closing, the Sellers shall assign and transfer to the Purchaser all rights of the Sellers under the Registration Rights Agreement, dated May 27, 2004 between the Sellers, on the one hand, and the Company, on the other hand (the "Registration Rights Agreement").
Agreements with the Company. Except to the extent the Company Disclosure Schedule specifically names such Company Stockholder as a party thereto, neither such Company Stockholder nor any of its properties or assets is a party or otherwise subject to any contract, agreement, instrument or other obligation to which any Target Company is a party or by which any Target Company or any of its properties or assets is bound or affected.
Agreements with the Company. Such Holder is not a party to any registration rights agreement with the Company, or any agreement pertaining to such Holder’s ownership of the Warrants, the Existing Common Shares or the Common Stock issuable upon consummation of the Warrants (the “Warrant Shares” and together with the Existing Common Shares and any other shares of Common Stock acquired by the Holders prior to the Effective Time, the “Shares”), which will survive the consummation of the Merger.
Agreements with the Company. This stock option grant is subject to the terms and conditions of your signed and executed Prohibited Activity Agreement and your Employee Patent and Proprietary Information Utilization Agreement. If you terminate your employment with the Company and engage in any Prohibited Activity (as defined the Prohibited Activity Agreement) within two years after you terminate employment, you will repay to the Company the economic value of any stock option granted to you which is exercised by you at any time after the date which is twelve months prior to the date of your termination of employment.
