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For more information visit our privacy policy.Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.
Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.
Certain Arrangements The Company will not consummate or permit to occur any Section 13 Event unless (A) the Principal Party has a sufficient number of authorized, unissued and unreserved Common Shares to permit the exercise in full of the Rights in accordance with this Section 13 and (B) prior thereto the Company and the Principal Party have executed and delivered to the Rights Agent a supplemental agreement confirming that (1) the requirements of this Section 13 will be promptly performed in accordance with their terms, (2) the Principal Party will, upon consummation of such Section 13 Event, assume this Plan in accordance with Section 13(a) and Section 13(b), (3) such Section 13 Event will not result in a default by the Principal Party pursuant to this Plan (as it has been assumed by the Principal Party) and (4) the Principal Party, as soon as practicable after the date of such Section 13 Event and at its own expense, will: (i) prepare and file a registration statement pursuant to the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (x) become effective as soon as practicable after such filing and (y) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotation on a national securities exchange and to list (and continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange; (iii) deliver to holders of the Rights historical financial statements for the Principal Party and its Affiliates that comply in all respects with the requirements for registration on Form 10 (or any successor form) promulgated under the Exchange Act; and (iv) take all other action as may be necessary to allow the Principal Party to issue the securities purchasable upon exercise of the Rights.
Escrow Arrangements The Parties shall take all action required to cause the Escrow Agent to hold all funds deposited with or held by the Escrow Agent pursuant to the Escrow Agreement, including the Escrow Deposit and any interest or earnings accrued thereon (the "Escrow Funds"), until such time as they are to be released to the parties in accordance with this Section 3.4. The fees and expenses of the Escrow Agent shall be borne equally by the Sellers on the one hand and Buyer on the other hand. The Parties shall promptly execute and deliver such instructions and other documents and take all other action as may be required to cause the Escrow Agent to release the Escrow Funds to the Parties as follows: (a) Except as set forth in Section 3.4(d), within one Business Day after the earlier of (i) the date upon which a binding settlement or compromise of the Subject Litigation has been reached, which settlement or compromise provides for an unconditional release of the Company or any successor in interest identified by Buyer to Sellers (whether by merger, consolidation or otherwise) from any liability or obligation arising with respect to the Subject Litigation or (ii) the date upon which a final judgment of a court of competent jurisdiction has been entered to the effect that the Company or any such successor in interest is not subject to liability in respect of the Subject Litigation, the Escrow Agent shall release to the Sellers (to such account or accounts as shall be designated by the Seller Representative) an amount equal to $7,000,000, plus one half of all interest or earnings included in the Escrow Funds (or, if less, the total amount of remaining Escrow Funds not previously released in accordance with this Section 3.4) (the "Litigation Escrow Amount"); (b) Within one Business Day after the date upon which (A) Buyer, the Company or any such successor in interest to the Company pays or becomes unconditionally obligated to pay (whether as a result of any final judgment or arbitral award or as a result of any settlement to which the Sellers have granted their consent in accordance with Section 12.3) any Losses for which it is entitled to receive indemnification from Sellers under Section 12.1 arising from a Third Party Claim, including in respect of the Subject Litigation, or (B) Sellers become unconditionally obligated to pay to Buyer (whether by agreement of the Parties or as a result of an arbitral award entered in favor of Buyer) any Losses for which Buyer is entitled to receive indemnification from Sellers under Section 12.1 arising from a Claim other than a Third Party Claim, the Escrow Agent shall release to the Buyer (to such account or accounts as shall be designated by the Buyer) an amount equal to such Losses; and (c) Except as set forth in Section 3.4(d), immediately upon the second anniversary of the Closing Date, the Escrow Agent shall release to the Sellers (to such account or accounts as shall be designated by the Seller Representative) all remaining Escrow Funds, other than the Litigation Escrow Amount (which may only be released in accordance with the terms of Section 3.4(a) above). (d) Notwithstanding Sections 3.4(a) and (c) above, the parties shall not be required to take action to cause the Escrow Agent to release Escrowed Funds to the Sellers in accordance with such provisions if Buyer shall have asserted good faith claims for indemnity under Section 12.1 which have not been finally resolved (the "Pending Claims"), to the extent that, after the release of such funds by the Escrow Agent as contemplated by Sections 3.4(a) or (c), the remaining Escrowed Funds held by the Escrow Agent would be insufficient to pay the amount necessary to cover Sellers' indemnification obligations in respect of such Pending Claims. (e) If, in order to secure the release of any Escrowed Funds in accordance with this Section 3.4, it is necessary for Buyer on the one hand or Sellers on the other hand to commence arbitration proceedings in accordance with Section 14.9, the arbitrator may, if it determines that the other party or parties (the "Nonconsenting Party") failed or refused to take action to release all or part of the Escrowed Funds to the other party (the "Other Party") as required by this Agreement and did not have a good faith basis for such failure or refusal, order the Nonconsenting Party to pay to the Other Party an amount equal to the interest that would have accrued on the portion of the Escrowed Funds that would have been released but for the failure or refusal on the part of the Nonconsenting Party, at a rate at 10% per annum, for each day from and after the commencement of such failure or refusal until the date upon which applicable portion of the Escrowed Funds was actually released to the Other Party.
Purchase Arrangements Section 6.1. Purchaser Orders; Product Quantities Section 6.2. Placement of Orders Section 6.3. PLC License Section 6.4. Failure to Supply Section 6.5. Technology Escrow and Transfer
Implementation Arrangements Institutional Arrangements
Closing Arrangements Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers. The Seller and Buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time by the Law Society of Upper Canada. Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers.
Intercompany Arrangements (a) Except as set forth in Section 5.5(a) of the Seller Disclosure Schedules and except for this Agreement and the Ancillary Agreements, and the agreements specifically referred to therein as remaining outstanding after the Closing, all intercompany and intracompany accounts, indebtedness, transactions or Contracts between the Companies and their respective Subsidiaries, on the one hand, and the Seller and its Affiliates (other than the Companies and their respective Subsidiaries or with respect to the TS Business), on the other hand, shall be cancelled, settled, offset, capitalized or otherwise eliminated prior to the determination of Indebtedness for purposes of calculating the Cash Purchase Price, without any consideration or further liability to any party and without the need for any further documentation, prior to the Closing. (b) The Parties recognize and acknowledge that the Enterprise-Wide Contracts set forth in Section 5.5(b) of the Seller Disclosure Schedules relate to both the TS Business and the Retained Business. All Enterprise-Wide Contracts shall be retained by the Seller. Following the date hereof, to the extent requested by the Buyer, the Seller and the Buyer shall use reasonable best efforts to negotiate a new Contract for the benefit of the Buyer and its Affiliates (including the Companies and their Subsidiaries) with respect to the matters covered by such Enterprise-Wide Contracts. The terms and conditions of any Contract or arrangement applicable to the TS Business entered into pursuant to this Section 5.5(b) shall be reasonably acceptable to the Buyer. For the avoidance of doubt, the Seller shall be under no obligation to obtain alternative Contracts with an equivalent level of pricing or other terms as provided in the Enterprise-Wide Contract sought to be obtained for the benefit of the Buyer. In the event that the Parties are not able to obtain any such new Contract, then the Parties shall use reasonable best efforts to cause the Transition Services Agreement to include, as a Service (as defined in the Transition Services Agreement), for such time as is reasonably necessary for the TS Business to obtain a new Contract covering such products and services, which period shall be set forth in the Transition Services Agreement, either (x) the products and services provided under such Contract or (y) reasonable alternative arrangements which permit the Buyer to continue operating the TS Business in substantially the same manner as currently conducted. The Buyer shall bear all costs and expenses incurred with Persons (other than the Seller or any of its Affiliates) that are parties to Enterprise-Wide Contracts with respect to any such efforts described in this Section 5.5(b). (c) From and after the Closing, if either Party receives any (a) funds or any other assets intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such funds or other assets to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or other assets, whether in connection with a dispute under this Agreement or any of the Ancillary Agreements or otherwise) or (b) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such mail, packages, transmission, order, invoice, request or other document to, the other Party.
Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.
Employee Arrangements Except as set forth in Section 5.20 of the Hanover Disclosure Letter, and except as required (i) pursuant to any collective bargaining agreements in effect as of the date hereof, (ii) as contemplated by this Agreement or (iii) by applicable laws, Hanover shall not, nor shall it permit its Subsidiaries to: (A) grant any increases in the compensation of any of its current, former or prospective directors, officers, consultants or employees; (B) pay or agree to pay to any current, former or prospective director, officer, consultant or key employee of Hanover or its Subsidiaries, whether past or present, any pension, retirement allowance or other material employee benefit not required or contemplated by any of the existing Hanover Benefit Plans as in effect on the date hereof; (C) enter into any new, or amend any existing employment, severance or termination agreement or arrangement with any current, former or prospective director, officer, consultant or key employee or current or prospective employee of Hanover or any of its Subsidiaries; or (D) become obligated under any collective bargaining agreement, new pension plan, welfare plan, multiemployer plan, employee benefit plan, severance plan, benefit arrangement or similar plan or arrangement of Hanover or any of its Subsidiaries that was not in existence on the date hereof, including any plan that provides for the payment of bonuses or incentive compensation, trust, fund, policy or arrangement for the benefit of any current or former directors, officers, employees or consultants or any of their beneficiaries, or amend any such plan or arrangement in existence on the date hereof.