Contemporaneous Agreements. Concurrent with the execution of this Agreement, the parties and/or their Affiliates are also entering into the Capital Maintenance Agreement, the RBC Reporting Letter Agreement and the Assignment Letter Agreement.
Contemporaneous Agreements. Contemporaneously with entering into this Agreement, CEMEX is entering into separate Stock Purchase Agreements substantively identical to this Agreement (other than in respect to Article IV(7) and (11) hereof) with each of IONA Investment Pte. Ltd., Pan Asian Cement Investors, L.P., and GIMV N.V., who together with the Seller and Orchid Asia II, L.P. constitute, as of the date hereof, all of the stockholders of CAH that have elected to sell all or any portion of their shares of common stock of CAH to CEMEX.
Contemporaneous Agreements. This Agreement is being executed contemporaneously with the Loan Agreement and the Subscription Agreement between United Therapeutics Corporation and AltaRex Corp. and this Agreement shall have no force and effect unless all such documents are contemporaneously executed.
Contemporaneous Agreements. The Vendor shall have caused to have been executed and delivered to the Purchaser at the Closing the fully executed versions of the Canadian Asset Purchase Agreement and the Share Purchase Agreement and that (i) no party to the Canadian Asset Purchase Agreement or the Share Purchase Agreement, as applicable, shall be in breach of any representation or warranty of the applicable party contained in such agreements and each party therein shall have fulfilled or complied with its respective covenants in such agreements, as applicable, as at the Closing Time and (ii) the transactions contemplated therein are to close contemporaneously with the transactions contemplated herein and all such transactions shall be deemed to occur simultaneously and no such transaction shall be deemed to be consummated unless all such transactions have been duly consummated.
Contemporaneous Agreements. Contemporaneous with the execution of this Agreement, each of the parties hereto shall execute and deliver to the other the License Agreement in form attached hereto as Exhibit A, and WGL shall execute and deliver to Medtronic the Security Agreement in form attached hereto as Exhibit B.
Contemporaneous Agreements. (a) Contemporaneous with the execution and delivery of this Agreement by the Company, each of the Persons identified on Schedule 4.30(a) of the Disclosure Statement has entered into a non-competition and non-solicitation agreement with the Company in substantially the form of Exhibit 4.30(a) attached hereto.
(b) Contemporaneous with the execution and delivery of this Agreement by the Company, each of the Shareholders listed on Schedule 4.30(b) of the Disclosure Statement has entered into a Voting Agreement with the Buyer in substantially the form of Exhibit 4.30(b) attached hereto (each a "Voting Agreement"), whereby each such Shareholder agrees to vote his or her shares in favor of the Merger in any vote put forth to the Shareholders.
(c) To the Knowledge of the Company, each of the Agreements described in Sections 4.30(a) and 4.30(b) are in full force and effect.
Contemporaneous Agreements. In connection with, and prior to the IPO Date, Blyth and ViSalus intend to execute and deliver to one another the following agreements:
(a) A duly executed Administrative Services Agreement, substantially in the form attached to the IPO Registration Statement as Exhibit 10.[ ] (the “Administrative Services Agreement”);
(b) A duly executed Insurance Matters Agreement, substantially in the form attached to the IPO Registration Statement as Exhibit 10.[ ] (the “Insurance Matters Agreement”);
(c) A duly executed Registration Rights Agreement, substantially in the form attached to the IPO Registration Statement as Exhibit 10.[ ] (the “Registration Rights Agreement”); and
(d) Such other agreements, documents or instruments as the Parties may agree are necessary or desirable in order to achieve the purposes hereof.
Contemporaneous Agreements. Contemporaneously with the execution of this Agreement, Elixir and VDC will enter into:
(a) the Securities Purchase Agreement, the Common Stock Purchase Warrant Agreement and the Registration Rights Agreement and any other written documents considered necessary to give effect to the VDC Equity Issue; and
(b) an amendment to the Sales Representative Agreement (the “Amended and Restated Sales Representative Agreement”), which amendment agreement will give effect to the Exclusive Distribution Arrangement.
Contemporaneous Agreements. The parties acknowledge and agree that this Agreement is to be entered into contemporaneously with the MOTOROLA - MICROSEMI POWERMITE® SERVICES AGREEMENT. However, if for any reason the MOTOROLA - MICROSEMI POWERMITE® SERVICES AGREEMENT is not signed and finalized and this Agreement is, this Agreement shall be null and void and have no force and effect.
Contemporaneous Agreements. The parties agree that execution of the following agreements are conditions precedent to the effectiveness of this Agreement and that the following agreements shall be entered into no later than contemporaneously with the execution of this Agreement.
a. the Support and Maintenance Agreement, as exhibit Schedule D, which shall detail CityView’s support obligations in relation to the Software; and
b. the Contractual Services Agreement which shall detail CityView’s installation and implementation services for the Software. Additionally, the Licensee shall have the option of entering into an Escrow Agreement. In the event that Licensee wishes to have the Source Code to the Software deposited in an escrow account for Licensee’s benefit, Licensee shall sign the escrow language in Schedule “B” and such terms shall apply to this Agreement. If executed, the Escrow Agreement shall govern the terms and conditions whereby Licensee could gain access to the Software source code for the purpose of maintaining and supporting the Software. Licensee shall be solely responsible for the costs associated with the Escrow Agreement as may be invoiced by CityView. An Event of Default shall be deemed to have occurred if CityView: (1) ceases to market or make available Services for the Software during a period in which the Licensee is receiving Services pursuant to the Standard Service Level Support Agreement, or, (2) becomes insolvent, executes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings, (3) ceases business operations generally or (4) has transferred all or substantially all of its assets or obligations set forth in this Agreement to a third party which has not assumed all of the obligations of CityView.
