Annex F Sample Clauses

Annex F. Spare Parts and Tools List

Annex F. Technical Specification;

Annex F. 69 *** CONFIDENTIAL TREATMENT REQUESTED. 5 THIS EXCLUSIVE LICENSE, SALE AND DISTRIBUTION AGREEMENT (this "Agreement"), made as of October 14, 1997, by and between Anthra Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware, U.S.A, having its principal business office at 19 C▇▇▇▇▇ ▇▇▇▇, Princeton, N.J. 08540, U.S.A. ("Anthra"), and Nycomed Pharma AS, a corporation organized under the laws of Norway, having its principal business office at Sandakerveien 78, P.O. ▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇, ▇-▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ("▇ycomed"),

Annex F attached hereto is a frame order of the estimated services, products and materials to be provided by Buyer to Seller until December 31st 2007. Annex G, attached hereto is a forecast of the estimated services, products and materials to be provided by Buyer to Seller for the year 2008. A frame order for the year 2008 shall be agreed upon by the parties by September 30th 2008.

Annex F. Except with respect to the covenants set forth in Sections 5.1(a)(i), 5.1(a)(ii), 5.1(a)(v), 5.1(a)(xiv), 5.1(a)(xxiii) (to the extent it relates to another Specified Covenant), and 5.7 of the Agreement (collectively, the “Specified Covenants”), the Company shall have performed in all material respects its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date; (ii) except with respect to the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.17, 3.19 and 3.20 of the Agreement (the “Specified Representations”), the representations and warranties of the Company contained in this Agreement shall be true and correct, except where the failure to be true and correct has not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect; (iii) with respect to the Specified Covenants, the Company shall have performed the Specified Covenants required to be performed on or prior to the Closing Date, except where the failure to perform such covenants and agreements has not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect; (iv) with respect to those portions of the Specified Representations that are qualified by Catastrophic Material Adverse Effect or any other materiality qualification, such Specified Representations and warranties shall be true and correct; and (v) with respect to those portions of the Specified Representations that are not qualified by Catastrophic Material Adverse Effect or any other materiality qualification, such representations and warranties shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date; provided, however, that with respect to representations and warranties described in clauses (ii), (iv) and (v) that are made as of a specified date, such representations and warranties need only be true and correct as of the specified date, subject to the applicable materiality standard ascribed thereto. Parent shall have received a certificate of the Company, executed on its behalf by its Chief Executive Officer or Chief Financial Officer, dated the Closing Date, certifying to such effect.

Annex F. REVISED SECTION 26 (a) In consideration of the Company entering into this Agreement with the Purchaser, the Pruchaser hereby agrees effective as of the Purchase Date, for so long as the Purchaser is employed by the Company or one of its subsidiaries (the "Noncompete Period"), the Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any food product produced, sold or distributed by the Company or its subsidiaries on the date hereof or during the Noncompete Period (except for a food product that the Company only packages under a co-packing arrangement) anywhere in North America where the Company or its subsidiaries is doing business other than through the Purchaser's employment with the Company or any of its subsidiares. The Noncompete Period shall be extended beyond the termination of the Purchaser's employment, with the Company or its subsidiaries for up to the earlier of (i) the third anniversary of the IPO or (ii) an additional one year period from the date of termination of employment, for so long as the Company, at its option elects, or is required under the Company's Change of Control Policy, to make payments to Purchaser equal to the amounts and at the times that Purchaser would have been entitled to receive payments under the Company's Change of Control Policy as if such termination occurred within two years after a "change of control" (as defined in said Change of Control Policy), regardless of whether there has been an actual "change of control" as of the time of such termination of employment; provided, however, that if Purchaser is not entitled to payments under the Company's Change of Control Policy), then the noncompete provisions of this Section 26 (a) shall still apply. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise. For purposes of this Section 26(a), the Company's "Change of Control Policy" shall mean the Keebler Foods Company Policy Regarding Termination Benefits For Certain Executives In the Event of a Change of Control, as such policy may be, from time to time, amended, modified, supplemented or replaced with a different policy covering the same subject matter.

Annex F. 2.11 to the Disclosure Letter contains a complete and accurate list of all (i) of those Company Products that have been made available by any Group Company; and (ii) all of those Company Products that the Group Companies, in accordance with any product roadmap provided or described to the Purchaser, to develop, manufacture, deliver, plan to make commercially available, market, support, sell, provide or distribute, offer for sale, import or export for resale, or license out, in each case, within twelve (12) months after the Completion. The Group Companies have used commercially reasonable efforts in attempting to make all Company Products (and all parts thereof) free of any disabling codes or instructions and any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components that are designed to permit unauthorized access or the unauthorized disablement or erasure of such Company Product (or all parts thereof) or data or other software of users (Contaminants). As far as the Non Investor Indemnifying Parties are aware, all of the Company Products that the Group Companies have manufactured, distributed, licensed, or sold were merchantable, free from defects in design, specifications, processing, manufacture, material or workmanship, and suitable for the purpose for which they were sold at the time at which they were sold, in each case in all material respects, except, in each case, (a) where any such failure to be merchantable, free from defects, or suitable, was corrected, fixed, or otherwise resolved by a Group Company in accordance with any contractual obligation of that Group Company, or other applicable warranty obligation, or (b) to the extent applicable warranties relating to any of the foregoing were disclaimed in an agreement with a customer or considered to be disclaimed under applicable Law.

Annex F. (i) The Trust has been duly formed and is validly existing as a business trust under the Delaware Business Trust Act, 12 Del.C. Section 3801, et seq. (the "Act"), and has the power and authority under the Trust Agreement and the Act to execute, deliver and perform its obligations under the Transaction Documents to which the Trust is a party (the "Trust Documents"). (ii) The Trust Documents have been duly authorized, executed and delivered by the Trust. (iii) The Trust Agreement is a legal, valid and binding obligation of the Depositor and the Owner Trustee, enforceable against the Trust Depositor and the Owner Trustee, in accordance with its terms. (iv) Neither the execution, delivery and performance by the Trust of the Trust Documents, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust with the Secretary of State. (v) Neither the execution, delivery and performance by the Trust of the Trust Documents, nor the consummation by the Trust of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust. (vi) Under Section 3805(b) of the Act, no creditor of any Certificateholder (including the Trust Depositor in its capacity as such) shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust. (vii) Under the Act, the Trust is a separate legal entity and, assuming that the Transfer and Servicing Agreement conveys good title to the property transferred thereunder to the Trust as a true sale and not as a security arrangement, the Trust rather than the Certificateholder will hold whatever title to the property as may be conveyed to it from time to time pursuant to the Transfer and Servicing Agreement, except to the extent that the Trust has taken action to dispose of or otherwise transfer or encumber any part of the Trust's property. (viii) Under Section 3805(c) of the Act, except to the extent otherwise provided in the Trust Agreement, a Certificate holder (including the Trust Depositor in its capacity as such) has no interest in specific proper...

Annex F. Courses of e-Governance related programs 1 Certificate Programme in e-Governance in Africa University of the Witwatersrand Under South Africa 2 Digital Government: ICT Governance University of Pretoria Undergraduate South Africa 34 E-Governance and Challenges of E-Service Delivery in the Public Service East and Southern African Management Institude Short Course Ugada 94 e-Governance Technologies and Services Tallinn University of Technology Graduate Estonia 95 Summer School on Secure e-Governance Tallinn University of Technology Summer school Estonia 96 ERASMUS MUNDUS MASTER OF SCIENCE IN PUBLIC SECTOR INNOVATION AND EGOVERNANCE Tallinn University of Technology, KU Leuven, University of Münster Graduate Belgium, Germany, Estonia 110 Centre for Studies on Digital Government Centre for Studies on Digital Government Poland 114 e-Government Wyższa Szkoła Handlowa w Radomiu Undergraduate Poland 119 Management of state information systems ITMO University Postgraduate Russia Management of programs and projects of the Information Society development 138 Transformation of Public Administration: A Step towards Digital-Era Governance The American University of Armenia Continuing Education Armenia 139 Masters/PhD Degree in E-Public Administration Academy of Public Administration (PAARA)/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ University Postgraduate Armenia/Romania 140 MPA in Electronic Government Academy of Public Administration under the Aegis of the President of Belarus Postgraduate Belarus 141 e-Government The Faculty of Administration - University of Sarajevo Undergraduate Bosnia & Herzegovina 143 Social Media and Storytelling for the Public Administration Institute for Digital Government Professional Training Romania 144 Social Media for institutional leaders Institute for Digital Government Professional Training Romania 145 Science, Technology and Innovation in Public Governance MA Program College of Political, Administrative and Communication Sciences Postgraduate Romania 146 Technologies, Systems and Applications for e-Activities - eSTART (e-Business, e-Government, e-Media, e-Health) Technical University of Cluj-Napoca Postgraduate Romania 147 Master of Science in e-Government University POLITEHNICA of Bucharest Postgraduate Romania 149 Information Technologies in E-Governance and Business Systems University of Novi Sad Postgraduate Serbia 164 E-Governance in Developing States University of the West Indies Postgraduate Barbados 165 Executive Training for Government Technology Leader...