CONDITIONS OF AGREEMENT THAT SURVIVE THE LETTER AGREEMENT Sample Clauses

CONDITIONS OF AGREEMENT THAT SURVIVE THE LETTER AGREEMENT. (a) Between the acceptance date of this letter agreement, and the date of closing, EXACTECH will be provided with complete and total access to all books, records, brochures, literature, and financial records, as well as any other materials and/or documents related to or relevant to the AcuDriver product and related product line, and on the date of closing any and all such books, records, or other documents, including brochures, technical literature, associated artwork or electronic or digital files, will be transferred to EXACTECH, including any and all regulatory files and 510 K documents and files. (b) Synvasive agrees that there will be no material changes in the sales, marketing, expenses, profit, losses, and financial condition for the AcuDriver product and related product lines and business during the period between the date of the acceptance of the letter agreement and the date of closing. Synvasive will continue to operate and otherwise maintain the AcuDriver product and related product line business in a fiduciary capacity for or on behalf of EXACTECH during the due diligence period and up to and including the date of closing. (c) Synvasive and its principals (to be designated and mutually agreed upon prior to entry of the contract) will enter into a non-disclosure of trade secrets agreement and a non-compete agreement with EXACTECH, with the exception of the current Synvasive OEM Osteotome business with Othy, Inc.; (d) On or after the date of the contract, EXACTECH will have the right to immediately establish new sales agents or distributors worldwide for the AcuDriver product and related products. (e) On the date of closing, EXACTECH has the right to appoint or otherwise contract with one or more of Synvasive's then-existing sales agents, at EXACTECH'S option, but is not bound or otherwise required to retain any then-existing Synvasive sales agents. (f) The parties will agree to a transition period within which each party agrees to provide full and complete compliance to honor the intent of the parties in conveying the AcuDriver product and related product line and to effectuate this transaction from the date of the acceptance of this letter agreement through December 31, 1998. The parties will include as a provision of the contract a compliance agreement regarding the execution and deliverance of any instruments of conveyance and/or transfer and to take any such other action as reasonably deemed necessary to effectively convey, transfer to, and...
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Related to CONDITIONS OF AGREEMENT THAT SURVIVE THE LETTER AGREEMENT

  • Conditions of Agreement This is a tentative Agreement and shall be of no force and effect unless and until all of the following occur: A. The tentative Agreement is approved by the Board of Trustees of the University of Maine System. B. The tentative Agreement is ratified by the bargaining unit membership of the Associated Faculties of the University of Maine System, MEA/NEA.

  • Indemnification Agreements Concurrently with the execution of this Agreement, the Company and the Executive shall enter into indemnification agreements, copies of which are attached hereto as Exhibit B-1 and Exhibit B-2.

  • SUPPORT OF AGREEMENT The District and the Association agree that it is to their mutual benefit to encourage the resolution of differences through the meeting and negotiation process. Therefore, it is agreed that the District and the Association will support this Agreement and that the Association, for its term, will not appear before the Governing Board to seek change or improvement in any matter subject to the meeting and negotiation process except by mutual agreement of the District and the Association.

  • Amendment of Agreement This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

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

  • Terms of Agreement In consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

  • LETTER OF AGREEMENT ARTICLE 48

  • Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative.

  • Complete Agreement; Modification of Agreement This Agreement constitutes the complete agreement among the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and understandings relating to the subject matter hereof, and may not be modified, altered or amended except as set forth in Section 8.6.

  • Indemnification Agreement Contractor hereby agrees to indemnify and hold harmless the Owner, the State of Georgia and its departments, agencies and instrumentalities and all of their respective officers, members, employees and directors (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys' fees, due to liability to a third party or parties, for any loss due to bodily injury (including death), personal injury, and property damage arising out of or resulting from the performance of this Contract or any act or omission on the part of the Contractor, its agents, employees or others working at the direction of Contractor or on its behalf., or due to any breach of this Contract by the Contractor, or due to the application or violation of any pertinent Federal, State or local law, rule or regulation. This indemnification extends to the successors and assigns of the Contractor. This indemnification obligation survives the termination of the Contract and the dissolution or, to the extent allowed by law, the bankruptcy of the Contractor. If and to the extent such damage or loss (including costs and expenses) as covered by this indemnification is paid by the State Tort Claims Trust Fund, the State Authority Liability Trust Fund, the State Employee Broad Form Liability Fund, the State Insurance and Hazard Reserve Fund, and other self-insured funds (all such funds hereinafter collectively referred to as the "Funds") established and maintained by the State of Georgia Department of Administrative Services Risk Management Division (hereinafter "DOAS") the Contractor agrees to reimburse the Funds for such monies paid out by the Funds. 1.5.2.2.1 This indemnification does not extend beyond the scope of this Contract and the work undertaken thereunder. Nor does this indemnification extend to claims for loses or injuries or damages incurred directly by the Indemnitees due to breach, negligence or default by the Indemnitor under the terms and conditions of this Contract. 1.5.2.2.2 This indemnification does not extend to claims for loses or injuries or damages incurred by the Indemnitees due to any negligent act, error, or omission of a design professional in the performance of professional services that fails to meet the applicable professional standard of care, skill and ability as employed by others in their profession.

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