AK Steel Agreement Sample Clauses

AK Steel Agreement. Buyers acknowledge that the Company is a successor to that certain Asset Purchase Agreement dated January 11, 1993 among A.K. Steel, as successor in interest to ARMCO Inc., E.G. Xxxxx Construction Products, Inc. and S and S Acquisition Corp. (the “AK Steel Agreement”). Pursuant to Section 20.3 of the AK Steel Agreement, the Company is entitled to certain protections, including indemnification, relating to environmental matters at the Company’s Cambridge facility, subject to the condition that the Company adhere to all of the Company’s obligations and restrictions as set forth therein (the “Cambridge Obligations”). Buyers agree (i) to cause the Company to adhere to and to be bound by the Cambridge Obligations from and after Closing, and (ii) that in the event Buyers and/or the Company incur any losses that are subject to indemnification under the AK Steel Agreement, Buyers will, and will cause the Company to, use commercially reasonable efforts to pursue such indemnification under the terms of the AK Steel Agreement. In the event Buyers fail to comply with the terms of this Section 7.4, any indemnification obligations of the Sellers that would otherwise apply under Article XI of this Agreement shall not apply to the extent that the Damages incurred by the Buyer Indemnified Parties would have been subject to the indemnification obligations of AK Steel under the AK Steel Agreement, had Buyers complied with their obligations hereunder, provided, that, reasonable attorneys’ fees and court costs incurred by Buyers or the Company pursuant to Section 7.4(ii) to pursue such indemnification under the terms of the AK Steel Agreement but that are not recoverable or recovered in connection with such pursuit (“Unrecovered Environmental Indemnity Costs”) shall constitute “Damages” for purposes of indemnification under Section 11.2 hereof.
Sample 1
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Related to AK Steel Agreement

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to the Arrangement Agreement.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • Services Agreement The Company has entered into the Services Agreement with the Sponsor pursuant to which the Sponsor will make available to the Company general and administrative services including office space, utilities and secretarial support for the Company’s use for $10,000 per month, subject to adjustment as provided for in the Services Agreement. Prior to the consummation of a Business Combination, the Company shall not enter into any other arrangement for the provision of such services with any Insider that will require the Company to pay in excess of $10,000 per month for such services.

  • Termination Agreement (1) If the Franchise Agreement shall be terminated due to the expiration, both parties shall sign a Termination Agreement through negotiation completed 180 days prior to the expiration date.

  • Retention Agreements The parties agree and acknowledge that the obligations due to each of Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxxxx, Xxx Xxxxx and Xxxxxx X. Xxxxxxxxxx pursuant to the Retention Agreements shall not be due and payable until such amounts are due under such Retention Agreements and that, notwithstanding the foregoing, such amounts shall be deducted from the Aggregate Merger Consideration at the Closing as Company Transaction Expenses and paid by the Surviving Corporation when due under the Retention Agreements. Parent agrees to cause the Surviving Corporation to transmit any amounts deducted from the Effective Date Aggregate Merger Consideration with respect to the Retention Agreements that, after the Closing, no longer will become due or payable in accordance with the terms of the Retention Agreements as determined in good faith by the Surviving Corporation, plus an amount equal to three and 15/100 percent (3.15%) interest compounding annually on the obligations due pursuant to the Retention Agreements (collectively, the “Unused Retention Amount”) to the Stockholders’ Representative for distribution to the Stockholders.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Full Agreement This Agreement and the other Loan Documents contain the full agreement of the parties and supersede all negotiations and agreements prior to the date hereof.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

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