Certain Ancillary Agreements. As of the Execution Date, other than the Transaction Related Agreements and, with respect to Google, the Google Products and Services Agreement between Google and Sprint, neither such Investor nor any of its Affiliates has entered into any contract, agreement, arrangement or other understanding, whether written or oral, and regardless of the subject matter thereof, with any other Party or any of their respective Affiliates, in each case, in connection with or in consideration of the transactions contemplated by the Transaction Related Agreements, including, without limitation, any term sheet, letter of intent, memorandum of understanding or “agreement to agree,” in each case, whether or not such Agreement purports to be binding.
Certain Ancillary Agreements. The Company and Trimble shall each have executed and delivered counterparts of each of the Ancillary Agreements to which they are a party.
Certain Ancillary Agreements. AGCO shall have executed and delivered counterparts of each of the Ancillary Agreements to which it is a party.
Certain Ancillary Agreements. As of the Execution Date, other than (i) this Agreement, (ii) the Ancillary Agreements, (iii) the other documents expressly contemplated by this Agreement and (iv) any confidentiality agreements between or among two or more of the Parties entered into prior to the Execution Date (the agreements referred to in clauses (i) through (iv), collectively, the “Transaction Related Agreements”), neither Clearwire nor any of its Affiliates has entered into any contract, agreement, arrangement or other understanding, whether written or oral, and regardless of the subject matter thereof, with any other Party or any of their respective Affiliates, in each case, in connection with or in consideration of the transactions contemplated by the Transaction Related Agreements, including, without limitation, any term sheet, letter of intent, memorandum of understanding or “agreement to agree,” in each case, whether or not such agreement purports to be binding.
Certain Ancillary Agreements. (a) The Primary Parties and, to the extent applicable, the relevant EMEA Sellers, shall use their reasonable best efforts to:
Certain Ancillary Agreements. (a) Prior to the date hereof, Purchaser Parent has delivered to Seller Parent true and complete copies of all Purchaser Ancillary Agreements currently in effect (and within forty-five (45) days following the date hereof shall provide Seller Parent with true and complete copies of any other material Purchaser Related Party Contracts to the extent not previously provided). Following the date hereof, the Parties will discuss, cooperate and negotiate reasonably and in good faith to cause to be prepared reasonably in advance of the Closing, and in any event to be finalized within one hundred and twenty (120) days following the date hereof, forms of each of the following: (i) a transition services agreement with respect to the provision of certain services on a transitional basis following the Closing by Seller Parent, or certain of its Affiliates, to Purchaser and its Subsidiaries (and, to the extent reasonably requested by Seller Parent, a reciprocal reverse transition services agreement with respect to the provision of services by Purchaser and its Subsidiaries to Seller Parent and its Affiliates relating to any Excluded Assets that are not transferred out of the Conveyed Subsidiaries or their Subsidiaries prior to the Closing, if any) (the “Transition Services Agreement”), (ii) a cross-license agreement with respect to the license of certain Intellectual Property related to and used in the Business to Purchaser and its Subsidiaries and certain Business IP related to and used in the Retained Businesses to Seller Parent and its Affiliates (the “Intellectual Property License Agreement”), (iii) a manufacturing and supply agreement with respect to the supply of certain Products manufactured at Retained Facilities by Seller Parent, or certain of its Affiliates, to Purchaser, or certain of its Subsidiaries (the “Manufacturing and Supply Agreement (Seller Parent as Supplier)”), (iv) a manufacturing and supply agreement with respect to the supply of certain products commercialized by the Retained Businesses that are manufactured at the Facilities by Purchaser, or certain of its Subsidiaries, to Seller Parent, or certain of its Affiliates (the “Manufacturing and Supply Agreement (Purchaser as Supplier)”), (v) Intellectual Property assignment agreements with respect to the assignment of Seller Parent’s and its Subsidiaries’ right, title and interest in the Business IP in accordance with this Agreement to Purchaser and its Subsidiaries (the “IP Assignment Agreements”), ...
Certain Ancillary Agreements. The Ancillary Agreements referred to in Section 7.6 to be executed and delivered at the First Closing shall have been executed and delivered by all parties thereto other than SEI Holdings and its Affiliates and parent. Furthermore, the Partnership or an Affiliate shall have entered into an agreement with SEI Holdings with respect to retail residential small commercial and industrial (mass market) customers, in a form acceptable to VRI and SEI Holdings.
Certain Ancillary Agreements. LINN (as applicable) and Xxxxx will execute the following agreements on the dates specified below:
Certain Ancillary Agreements. Prior to the Closing, the parties hereto shall negotiate in good faith and agree upon mutually acceptable terms of (i) an assignment and assumption agreement relating to the transactions contemplated hereby and by the Ancillary Agreements (the "Assignment and Assumption Agreement"), (ii) a registration rights agreement relating to the sale of the Hexcel Shares as contemplated by the letter of intent dated July 11, 1995 between Hexcel and Ciba (the "Registration Rights Agreement"), (iii) certain supply and tolling agreements (the "Supply and Tolling Agreements"), (iv) the Trademark License Agreement for the Trademark "Redux", (v) transitional services agreements (which, unless otherwise agreed, shall reflect prices that do not exceed the historically allocated cost at which such services were provided to the Transferred Business as operated by Ciba prior to the Closing) for the United States, the United Kingdom and France (the "Transitional Services Agreements"), (vi) an agreement regarding employees of the Transferred Business in the United Kingdom (the "UK Employment Matters Agreement"), (vii) certain agreements relating to the sharing of the Duxford site and CML (together with the Hive-Down Agreements, the "UK Agreements") and (viii) the Indenture. At the Closing, Hexcel and Ciba (or, as applicable, their Subsidiaries) will execute and deliver such agreements.
Certain Ancillary Agreements. Each of the GE Entities (as applicable) shall have executed and delivered, or caused to be executed and delivered, to the Buyer the Business Transfer Agreements, the Xxxx of Sale, Assignment and Assumption Agreement, the Transition Services Agreement, the Transitional Trademark License Agreement, the Instrument of Cancellation, the Customer Agreement and the Intellectual Property Cross License Agreement.
