Certain Related Agreements. Holdings and Company have delivered to the Administrative Agent complete and correct copies of the Stock Purchase Agreement and the Management Agreement and, in each case, of all exhibits and schedules thereto as of the Closing Date.
Certain Related Agreements. Effective upon the Distribution, AHC will enter into a Management and Human Services Agreement in substantially the form approved by the AmSurg Board of Directors on the date hereof, and AmSurg will assume all liabilities with respect to then current or former employees of AmSurg under employee benefit plans maintained by AHC as provided in such Management and Human Services Agreement. Following the Distribution, the Sublease Agreement between AHC and AmSurg will be continued in accordance with its terms.
Certain Related Agreements. 76 4.23 [Reserved]............................................................................ 76 4.24 Disclosure............................................................................ 77 4.25
Certain Related Agreements. (i) All conditions set forth in ARTICLE VII of each of the ORMCC Agreement and the ORLV Agreement shall have been satisfied or waived and (ii) the ORMCC Acquisition and the ORLV Acquisition shall have closed concurrently with the Closing.
Certain Related Agreements. In addition to this Agreement, the parties and certain affiliates of Supplier have entered into and delivered concurrently with this Agreement certain other agreements related to, and constituting part of the consideration for, this Agreement (the "Related Agreements"). The Related Agreements are the following:
(i) an Acknowledgement and Supplement agreement of even date herewith to the Asset Purchase Agreement;
(ii) two Acknowledgement and Supplement agreements of even date herewith to the two Facilities Use Agreements between the parties and dated, respectively, June 28, 1999, as to Applied's facilities in Austin, Texas, and September 20, 1999, as to Applied's facilities in Santa Xxxxx County, California, as the same have been amended (such Facilities Use Agreements, as amended, being called the "FUAs");
(iii) An Amended and Restated Intellectual Property Agreement of even date herewith (such agreement, as amended from time to time, being called the "IPA"); and
(iv) a Performance Guaranty Agreement of even date herewith of Kinetics Holdings Corporation (sometimes called "KHC") and The Kinetics Group, Inc. (sometimes called "KGI") (such agreement, as amended from time to time, being called the "Performance Guaranty Agreement" and such corporations being collectively called "Guarantors") with and for the benefit of Applied.
Certain Related Agreements. 11 1.3.2. Entire Agreement..................................................................... 12 1.3.3. Provisions Continuing in Effect...................................................... 13 1.3.4. Modification......................................................................... 14 1.4. Items Covered................................................................................. 14
Certain Related Agreements. The Company may enter into and perform the MMT License Agreement, the Master Restructuring Agreement and the Dispute Resolution Agreement without any further act, vote or approval of any Member, Director or Officer, notwithstanding any other provision of this Agreement, the Delaware Act or other applicable law, rule or regulation.
Certain Related Agreements. Prior to the Closing, each Seller and the Purchaser shall negotiate in good faith regarding, and shall dedicate adequate resources and use commercially reasonable efforts to mutually agree upon the forms and terms of the Chemtura Master Supply Agreement, the Ground Lease, the License Agreements (other than the Chinese Trademark License Agreement) and the Transition Services Agreement.
Certain Related Agreements. (a) For purposes of Section 10.1(a) and Section 10.3 of the Purchase Agreement, an offer to (i) a Non-Signing Initial Closing Employee or (ii) a Relevant Subsequent Closing Employee who is an Administrative Support Employee, shall (in either case) not be deemed to be on terms other than those specified in Section 10 of the Purchase Agreement solely by reason of the fact that such offer was not made by means of a Statement of Intention or that Buyer did not obtain an executed Statement of Intention or Employee Release from any such Employee.
(b) Notwithstanding anything to the contrary in the Purchase Agreement or this Amendment, including Section 6.11 and Section 8.12 of the Purchase Agreement (i) Seller's obligations pursuant to Section 6.11 of the Purchase Agreement as to a Transferred Employee shall be conditioned upon the applicability of the terms identified in Section 6.11 of the Purchase Agreement to the relevant Transferred Employee, and upon the execution and delivery by the relevant Transferred Employee of a Statement of Intention or Transition Agreement; and (ii) Buyer shall provide Transferred Employees who or which do not execute and deliver a Statement of Intention with the compensation and benefits provided for in the Purchase Agreement, which shall be no less favorable than the compensation and benefits made available to similarly situated employees of Buyer.
Certain Related Agreements. Concurrently with the execution of this Agreement, each of the employees identified on Schedule 5.8 hereto shall deliver a duly executed Option Amendment and Non-Competition Agreement.
