Certain Other Obligations. From and after the date hereof until the Closing, the Company shall comply with the terms of Section 6.16 of the Stockholders Agreement, as if set forth herein; provided that none of the Company or its Affiliates shall be required to pay any commitment or other fee, incur or reimburse any costs or expenses or incur any other liability or obligation of any kind in connection with the foregoing, except to the extent the Purchaser promptly reimburses the Company therefor in accordance with the next sentence hereof. The Purchaser shall promptly reimburse the Company for all reasonable, documented out-of-pocket costs and expenses incurred by the Company or any of its Affiliates in connection with the foregoing cooperation taken at the request of the Purchaser and shall indemnify and hold harmless the Company and its Affiliates from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with such cooperation.
Certain Other Obligations. 4.25.1. After the date on which Substantial Completion occurs, the Borrower shall (i) maintain Supply Agreements that in the aggregate provide for the procurement of at least fifty (50%) percent of the required feedstock reasonably necessary for projected Project production capacity per month for the next 180-day period and (ii) use reasonable best efforts to maintain Supply Agreements that in the aggregate provide for the procurement of at least seventy-five US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| (75%) percent of the required feedstock reasonably necessary for projected Project production capacity per month for the next 180-day period.
4.25.2. [reserved].
4.25.3. [reserved].
4.25.4. Borrower shall maintain the amended and restated non-solicitation and confidentiality agreements, each dated as of Eighth Amendment Effective Date with each of Xxxxxxx Xxxxxx and Xxxx Xxxxxxx, respectively, so that they restrict the Disposition by such Persons of any Capital Stock in Sponsor or any of its Subsidiaries prior to the date on which the outstanding amount of Loans is $150,000,000 or less; unless (x) such Disposition is for estate planning purposes to an entity that is and remains controlled by such person or (y) all of the cash proceeds from any such Dispositions are used to pay costs and expenses (specifically including amounts needed to purchase any Capital Stock or to cover any resultant tax liabilities) incurred in connection with the exercise of options to purchase Capital Stock. The foregoing restrictions in such agreements shall apply for so long as each of Xxxxxxx Xxxxxx and Xxxx Xxxxxxx, respectively, remain employed by the Sponsor or any of its Subsidiaries and shall continue following any separation of such Persons from the Sponsor or any of its Subsidiaries. The Borrower shall use all commercially reasonable efforts to promptly enforce the terms of such agreements and pursue all available rights and remedies following any breach thereof by either counterparty.
Certain Other Obligations. Except as set forth in Section 3.10(i) of the Company Disclosure Schedule, the termination of, or withdrawal from, any employee pension benefit plan within the meaning of sub-paragraph 3(2) of ERISA (including any single employer, multiple employer or multiemployer plan) or subject to Title IV of ERISA by the Company or any corporation or other entity that is, or at any time was, a subsidiary of the Company or would be treated under Section 414 of the Code as single employer with the Company has not, and will not, subject the Company (or any subsidiary of the Company) to any liability of or to any governmental authority, corporation or other person or such employee pension plan that individually or in the aggregate would have a Company Material Adverse Effect.
Certain Other Obligations. All transfer, documentary, sales, use, stamp, registration and other similar transaction type Taxes, and all duties, conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement (collectively “Transfer Taxes”), shall be paid by Buyer when due, and, except to the extent Sellers receive refunds of Transfer Taxes paid by Buyer (either directly or indirectly as reimbursement to Sellers) under this Section 11.4, notwithstanding any provision of the Laws of Jamaica which may entitle them to do so, Buyer shall not seek recovery or reimbursement from Sellers by any means. Buyer will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes.
Certain Other Obligations. (a) Buyer and Sellers must use their respective Best Efforts to consummate the Contemplated Transactions. Buyer shall pay (i) all of Sellers' reasonable documented "outside" costs and expenses associated with seeking HSR Act approval and/or expiration of any applicable waiting period under the HSR Act, including, but not limited to, lawyers, experts, and consultants' fees; and (ii) all of Sellers' costs of defense, if any, incurred in defending an action described in SECTION 6.2(c), unless such action relates solely to an act of any Seller or a Related Person of any Seller, in an amount up to US$125,000, and thereafter shall pay one-half of such costs and expenses; PROVIDED, that the aggregate amount payable to Sellers pursuant to Sections 6.2(a)(i) AND (ii) shall not exceed US$375,000. Notwithstanding the foregoing, if the parties do not consummate the Contemplated Transactions as a result of a challenge by the Federal Trade Commission or the Department of Justice, Buyer shall pay all of Sellers' costs and expenses pursuant to Sections 6.2(a)(i) AND (ii) up to a maximum of $500,000. Subject to the following provisions, Buyer and Sellers will use their Best Efforts to facilitate early termination or expiration of the applicable waiting period under the HSR Act.
(1) Notwithstanding any other provision of this Agreement or the Transaction Documents, the Sellers and Buyer specifically intend, understand and agree that Buyer shall not be able, prior to March 31, 1997, to terminate or withdraw from the Contemplated Transactions or discontinue its efforts to close the Contemplated Transactions and acquire the Acquired Companies because of or as a result of any action or Proceeding taken or threatened by the Federal Trade Commission or the Antitrust Division of the Department of Justice, which action, Proceeding or threat challenges or threatens to challenge the Contemplated Transactions or any part of them on the grounds that the Contemplated Transactions would have an anticompetitive effect in any line of commerce or on any related or similar grounds. Buyer agrees that, if it is necessary to do so in order to avoid the commencement of a suit by the Federal Trade Commission or the Antitrust Division of the Department of Justice, Buyer will enter into a consent agreement of the usual kind and form required by such Governmental Body, which consent agreement will, to the extent required by the Federal Trade Commission or the Antitrust Division of the Department of ...
Certain Other Obligations. At the Closing, the Purchaser and the Company shall enter into the Charter Agreements. From and after the date hereof until the Closing, the Company shall comply with the terms of Section 6.16 of the Stockholders Agreement, as if set forth herein; provided that none of the Company or its Affiliates shall be required to pay any commitment or other fee, incur or reimburse any costs or expenses or incur any other liability or obligation of any kind in connection with the foregoing, except to the extent the Purchaser promptly reimburses the Company therefor in accordance with the next sentence hereof. The Purchaser shall promptly reimburse the Company for all reasonable, documented out-of-pocket costs and expenses incurred by the Company or any of its Affiliates in connection with the foregoing cooperation taken at the request of the Purchaser and shall indemnify and hold harmless the Company and its Affiliates from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with such cooperation.
Certain Other Obligations. (a) The Scientific Advisor shall not disclose to Curis any information that Scientific Advisor is obligated to keep secret pursuant to a confidentiality agreement with any other third party. Notwithstanding the above, the Scientific Advisor may disclose to Curis any information that the Scientific Advisor would normally freely disclose to other members of the scientific community at large, whether by publication, by presentation at seminars, or in informal scientific discussions.
(b) The consulting work performed hereunder will not be conducted on time that is required to be devoted to the any other third party. The Scientific Advisor shall not use the funding, resources and/or facilities of any third party to perform consulting services hereunder and shall not perform such consulting services in any manner that would give any third party intellectual property rights or any other rights to the product of such services.
(c) The Scientific Advisor has disclosed, and will disclose during the term of this Agreement, to the Chief Executive Officer of Curis any potential conflicts between this Agreement and other contracts binding to the Scientific Advisor.
Certain Other Obligations. If the Third Party Sale is structured as a merger or consolidation, each Member shall waive any dissenter’s rights, appraisal rights or similar rights. Further, in connection with any Third Party Sale and/or the sale of all or substantially all of the assets of the Company (collectively with a Third Party Sale, a “Sale”), each Member shall take all necessary or desirable actions in connection with the consummation of the Sale as reasonably requested by the Board of Managers, including executing and delivering any and all consents, waivers, agreements, instruments and other documents in substantially the same form as executed by all other Members (including any applicable purchase agreement, equityholders agreement and/or indemnification and/or contribution agreement) and executing and delivering non- competition and non-solicitation agreements and the like that are reasonable in light of the amount of proceeds to be received by such other Members. Further, the Members shall be severally obligated to join on a pro rata basis in any indemnification obligations the Selling Members and/or Company agreed to in connection with such Sale; provided that no Member shall be obligated to enter into indemnification obligations with respect to matters particular to any other Member or such other Member’s Membership Interests and no Member shall be required to agree to indemnification obligations in excess of the proceeds received by such Member in such Sale.
Certain Other Obligations. You agree that you (i) shall not sell, transfer, lend, provide or otherwise make available, or disclose to third parties, the Service or any components thereof; (ii) shall not alter or remove any copyright or other proprietary notices contained in the Service or any components thereof; and (iii) shall take all reasonable precautions to prevent unauthorized or improper use of the Service.
Certain Other Obligations. Purchaser shall assume the liabilities relating to the Assets, including any contracts assigned as part of the Assets, incurred in the ordinary course of business consistent with past practice, and obligations under the equipment leases described in Schedule 2(g) accruing after the Closing.
