CONTINUANCE OF TERMS OF THE ORIGINAL PURCHASE AGREEMENT AND ANCILLARY AGREEMENTS Sample Clauses

CONTINUANCE OF TERMS OF THE ORIGINAL PURCHASE AGREEMENT AND ANCILLARY AGREEMENTS. Except as provided herein, the Original Purchase Agreement and the Ancillary Agreements and each and every term thereof shall continue in full force and effect. BUYER: BROOXX XXXOMATION, INC. By: /s/ Ellex X. Xxxxxxxxx ------------------------------------------ Name: Ellex X. Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer COMPANY: IRVINE OPTICAL COMPANY LLC By: /s/ Robexx X. Xxxxxxxx ------------------------------------------ Name: Robexx X. Xxxxxxxx Title: Manager SELLERS: /s/ Ronaxx X. XxXxxxxx ---------------------------------------------- Ronaxx X. XxXxxxxx /s/ Chrixxxxxxx X. XxXxxxxx ---------------------------------------------- Chrixxxxxxx X. XxXxxxxx THE PENINSULA FUND LIMITED PARTNERSHIP By: Peninsula Capital Partners L.L.C. ------------------------------------------ Its General Partner By: /s/ S. Rxxxxx --------------------- Name: S. Rxxxxx Title: President EXHIBIT A LIST OF HOLDERS OF INTERESTS No. of No. of Purchase Purchase Total No. Percentage Units/Other Shares at Shares in of Purchase Name and Address Interest Interests Closing Escrow Shares ---------------- -------- --------- ------- ------ ------ Ronaxx X. XxXxxxxx 38.45% 900 units 106,941 11,882 118,823 27110 Xxxxxxx Xxxx Xxxxxxxx, CA 91354 Chrixxxxxxx X. XxXxxxxx 4.27% 100 units 11,883 1,320 13,203 449 Xxxxxxxx Xxxxxx, Xxx. 0 Xxxxxxxxxx, XX 00000 Xxe Peninsula Fund Limited 57.28% Warrant for 159,288 17,699 176,987 Partnership units and c/o Peninsula Capital Partners subordinated L.L.C. debt The Buhl Xxxlding 535 Xxxxxxxx Xxxxxx Xxxxx 2050 Detroit, MI 48226 TOTAL: 100% 1,000 units 278,112 30,901 309,013 and subordinated debt -------------------------------------------------------------------------------- INTERESTS FOR STOCK PURCHASE AGREEMENT ACQUISITION OF THE MEMBERSHIP INTERESTS OF IRVINE OPTICAL COMPANY LLC BY BROOXX XXXOMATION, INC. DATED: May 5, 2000 ----------------------------------------------------------------------------- ------------------------------------------------------------------------------ INTERESTS FOR STOCK PURCHASE AGREEMENT TABLE OF CONTENTS Page RECITALS 1
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Related to CONTINUANCE OF TERMS OF THE ORIGINAL PURCHASE AGREEMENT AND ANCILLARY AGREEMENTS

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Indemnity for Underlying Sales and Supplemental Agreements Vendor shall be solely responsible for any customer claims or any disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open-market. The Parties agree that TIPS shall not be liable for any claims arising out of Vendor’s TIPS Sales or Supplemental Agreements, including but not limited to: allegations of product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency, allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding payment, over-payment, under-payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under- payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is not a dealer, subcontractor, agent, or reseller of Vendor’s goods and services and shall not be responsible for any claims arising out of alleged insufficiencies or defects in Vendor’s goods and services, should any arise.

  • Second Amendment to Exhibit A to Services Agreement Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following:

  • Financing Agreement This Amendment shall constitute a Financing Agreement.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Amendments to Note Purchase Agreement Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:

  • Amendment of Terms a) In accordance with the School Boards Collective Bargaining Act, the central terms of this agreement, excepting term, may be amended at any time during the life of the agreement upon mutual consent of the central parties and agreement of the Crown.

  • Descriptions of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Amendments to the Purchase Agreement (a) Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

  • Enforce Lock-Up Agreements During the Lock-up Period, the Company will enforce all agreements between the Company and any of its security holders that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or Related Securities or any of the other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will direct the transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated in such agreements, including, without limitation, “lock-up” agreements entered into by the Company’s officers and directors pursuant to Section 6(i) hereof.

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