CHCA Agreement Sample Clauses

CHCA Agreement. In order to induce the Purchaser to enter into this Agreement, Child Health Corporation of America ("CHCA"), an affiliate of CHIC, agrees with Purchaser and the Company to (a) use its best efforts to continue purchases of Products by CHCA member hospitals from the Company consistent with past practices and, in furtherance thereof, agrees to use its best efforts to enter into an agreement with the Company and the Purchaser providing that the Company shall be the exclusive provider to CHCA member hospitals of products which are within the line of Products sold by the Company, (b) for a period of one (1) year commencing on the date of the Closing, not enter into any contracts for the purchase of pulse oximeter products other than with the Purchaser, (c) negotiate a contract with the Purchaser for the Purchaser to be the exclusive provider to CHCA member hospitals of certain products including non-invasive cardiac output monitors (NICO), respiratory profile monitors (COSMO Plus!) and transcutaneous monitors, provided that such product purchases will not conflict with existing contracts of CHCA, and (d) continue current Company educational programs for CHCA neonatal intensive care units and the continued funding of such programs at $10,000 per year for three years following the Closing. The Purchaser shall issue to CHCA warrants ("Warrants") to purchase 25,000 shares of common stock, $.01 par value, of the Purchaser (the "Purchaser Common Stock") in order to induce CHIC, which is an affiliate of CHCA, to enter into this Agreement and to consummate the purchase and sale of the Common Stock contemplated by this Agreement, such Warrants to (i) have an 23 29 exercise price equal to the fair market value of the Purchaser Common Stock on the date of Closing (determined by averaging the closing price of the Purchaser Common Stock on the NASDAQ Stock Market over the ten (10) day period ending on the date hereof, (ii) have a term of five (5) years from the date of Closing; and (iii) be exercisable in whole or in part at any time during the term of the Warrants.
Sample 1
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Related to CHCA Agreement

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

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

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

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

  • 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.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreement.

  • 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.

  • Letter Agreement The Company shall have entered into the Letter Agreement on terms satisfactory to the Company.

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

  • Service Agreement The Trustees may in their discretion from time to time enter into service agreements with respect to one or more Series or Classes of Shares whereby the other parties to such Service Agreements will provide administration and/or support services pursuant to administration plans and service plans, and all upon such terms and conditions as the Trustees in their discretion may determine.

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