Company Ancillary Agreements Sample Clauses

Company Ancillary Agreements. At or prior to the Closing, the applicable Sellers and/or GM Buyers will duly execute and deliver to the applicable Company Buyer, and the applicable Company Buyer will duly execute and deliver to the applicable Sellers and/or the GM Buyers, each of the following agreements to which they are to be a party: 11.3.1. Assignments, in recordable form, with respect to each of the Copyrights, Patent Rights, Trademark Rights included within the Purchased Intellectual Property, duly executed by each Seller, as applicable, and in form and substance reasonably satisfactory to Buyer. 11.3.2. The Buyer Transition Services Agreement substantially in the form set forth in Exhibit 11.3.2. 11.3.3. The transition services agreement between Delphi and the Company Buyer, substantially in the form set forth in Exhibit 11.3.3 (the “Seller Transition Services Agreement”). 11.3.4. The bills of sale, substantially in the form set forth in Exhibit 11.3.4. 11.3.5. The assignment and assumption agreements, substantially in the form set forth in Exhibit 11.3.5. 11.3.6. The Company IP License Agreements. 11.3.7. Lease by GM to Company Buyer of technical centers at Lockport, New York and Kokomo, Indiana pursuant to Sections 11.2.1.D and 11.2.1.E, respectively. 11.3.8. Share transfer agreements in customary form as required to effect the sale and transfer of the Sale Securities of the Sale Companies without any Encumbrances other than Permitted Encumbrances. 11.3.9. Delphi, as lessor, and the applicable Company Buyer, as tenant, will enter into a month-to-month lease for a minimum term of three months and a maximum term of three years for the Rootstown, Ohio and Plant 43 in Flint, Michigan manufacturing facilities (including the Personal Property used therein) in form and substance reasonably acceptable to the parties providing, among other things for the Company Buyer to pay its pro rata share of costs on a triple net basis, plus $41,666.67 per month in the case of Rootstown and $125,884 per month in the case of Plant 43 in Flint, Michigan. During the term of such lease, the applicable Company Buyer shall not sell or otherwise dispose of any of such Personal Property.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Company Ancillary Agreements. “Company Ancillary Agreements” shall mean all agreements, instruments, and documents being or to be executed and delivered by the Company under this Agreement or in connection herewith.
Sample 1Sample 2
Company Ancillary Agreements. At or prior to the Closing, the applicable Company Sellers will duly execute and deliver to the Company Buyer, and the Company Buyer will duly execute and deliver to the applicable Company Sellers, each of the following agreements to which they are to be a party: 11.3.1. Assignments, in recordable form, with respect to each of the Copyrights, Patent Rights, Trademark Rights included within the Purchased Intellectual Property, duly executed by each Seller, as applicable, and in form and substance reasonably satisfactory to Buyer. 11.3.2. The Buyer Transition Services Agreement substantially in the form set forth in Exhibit 11.3.2; 11.3.3. The transition services agreements between Delphi and the Company Buyer and between Delphi and GM Buyers, substantially similar to the Buyer Transition Servicesin the form set forth in Exhibit 11.3.3 (the “Seller Transition Services Agreement”). 11.3.4. The bills of sale, substantially in the form set forth in Exhibit 11.3.4. 11.3.5. The assignment and assumption agreements, substantially in the form set forth in Exhibit 11.3.6.11.3.5. 11.3.6. The Company IP License Agreements. 11.3.7. Lease by GM to Company Buyer of technical centers at Kokomo, Indiana and Lockport, New York pursuant to Sections 11.2.1.D and 11.2.1.E. 11.3.8. Share transfer agreements in customary form as required to effect the sale and transfer of the Sale Securities of the Sale Companies without any Encumbrances other than Permitted Encumbrances. 11.3.9. The Operating Agreement.
Sample 1
Company Ancillary Agreements. Each of the following agreements executed by the parties thereto and delivered to the Company by or on behalf of each such other party thereto on or prior to the date of this Agreement shall be in full force and effect as of the Closing Date and no party thereto (other than the Company) shall have failed to comply with, or breached (and not cured such breach on or before the Closing Date) any such agreement: (1) the Exchangeable Share Support Agreement; and (2) the Voting and Exchange Trust Agreement.
Sample 1
Company Ancillary Agreements. The following documents as well as the Indemnification Agreement set forth in Exhibit F hereto shall constitute the "Company Ancillary Agreements." (i) The Investors Rights Agreement in the form attached as Exhibit D shall have been executed by the Company, the Investors and the holders of the outstanding shares of Series A, Series B and Series C Stock. (ii) The Second Amended and Restated Co-Sale Agreement in the form set forth as Exhibit G hereto shall have been executed by the Investors and Davix Xxxxxxxx xxx Robexx Xxxxxx (xxch a "Founder" and collectively the "Founders"). (iii) Each employee of the Company shall have executed a Proprietary Information and Nonsolicitation Agreement in the form attached hereto as Exhibit H or an employment agreement which contains representations and covenants similar to such Proprietary Information and Nonsolicitation Agreement. (iv) Each employee of the Company who holds shares of the Company's Common Stock or options under the Incentive Plan shall have signed an agreement (i) granting the Company a right of first refusal on transfers of shares (which right shall terminate upon a Qualifying Public Offering as defined in Section 7.10) and (ii) providing that such employee shall not engage in public resales of Common Stock for a period of two years following the Company's initial public offering without approval by the Board of Directors (such agreement shall be on the terms set forth in Section 4 of the Co-Sale Agreement). (v) The NBC Agreements in the form attached hereto as Exhibit I and J shall have been executed by the Company and NBC. (vi) The Warrant to purchase Series D Stock in the form attached hereto shall have been issued to NBC and executed by the Company. (vii) The Warrant to purchase Series D Stock in the form attached hereto shall have been issued to GE Capital and executed by the Company.
Sample 1
Company Ancillary Agreements. (i) The Investors Rights Agreement in the form set forth as Exhibit D hereto shall have been executed by the Company, the Investors and the holders of the outstanding shares of Series A, Series B and Series C Stock. (ii) The Second Amended and Restated Co-Sale Agreement in the form set forth as Exhibit G hereto shall have been executed by the Investors and the Founders. (iii) Each employee of the Company shall have executed a Proprietary Information and Nonsolicitation Agreement in the form attached hereto as Exhibit H or an employment agreement which contains representations similar to such Proprietary Information and Nonsolicitation Agreement. (iv) Each employee of the Company who holds shares of the Company's Common Stock or options under the Incentive Plan shall have signed an agreement (i) granting the Company a right of first refusal on transfers of shares (which right shall terminate upon a Qualifying Public Offering as defined therein) and (ii) providing that such employee shall not engage in public resales of Common Stock for a period of two years following the Company's initial public offering without approval by the Board of Directors (such agreement shall be on the terms set forth in Section 4 of the Co-Sale Agreement). (v) The NBC Agreements in the form attached hereto as Exhibits I and J shall have been executed by the Company and NBC.
Sample 1

Related to Company Ancillary Agreements

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

  • Ancillary Agreement Any written agreement of the Lessee to which the Lessor is a party or to which the Lessor has consented in writing entered into on or prior to the Delivery Date or any date thereafter in connection with the transactions contemplated by the Operative Agreements, as such agreement may be amended and supplemented from time to time with the consent of the Lessor and delivered to the Owner Trustee, the Indenture Trustee, the Pass Through Trustee, the Subordination Agent, each Liquidity Provider and the Owner Participant. Ancillary Agreement I. The Ancillary Agreement I (Federal Express Corporation Trust No. N676FE), dated the Delivery Date, among the Lessee, the Owner Trustee, not in its individual capacity, but solely as Owner Trustee, the Owner Participant and the Indenture Trustee not in its individual capacity, but solely as Indenture Trustee, as originally executed or as amended, modified or supplemented with the consent of all the parties thereto.

  • Ancillary Documents (a) Project Co shall not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 47.3 and 48.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default); (ii) make or agree to any amendment, restatement or other modification or waive or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of the CTC, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of the CTC, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i), without the prior written consent of the CTC, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of the CTC, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 47.3. (b) Upon the written request of the CTC or the CTC Representative, Project Co will deliver or cause to be delivered to the CTC or the CTC Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

  • Related Agreements Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of the holders of a “majority” (as defined in the 0000 Xxx) of the Fund's outstanding Class C voting shares; (ii) such termination shall be on not more than sixty days’ written notice to any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Adverse Agreements Company is not, and will not be as of the Closing Date, a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Company, the Business or the Assets.

  • Seller's Documents At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jamex X. Xxxx xxxerred to in Section 14.14; (g) A written opinion of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxunsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Transaction Documents This Agreement, the Pubco Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Priveco, will have been executed and delivered by Pubco.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!