Continuity Agreements Sample Clauses

Continuity Agreements. Effective as of the Offering Date, Tronox shall enter into Continuity Agreements with certain of its officers and key employees. These Continuity Agreements shall be similar in all Material Features to the Continuity Agreements that Xxxx-XxXxx has in effect with its officers and key employees, as appropriate, as of the Offering Date. Neither the offering nor the Distribution (or Exchange), as contemplated by the Principal Agreement, shall entitle any Transferred Individual to any payments under a Continuity Agreement with Xxxx-XxXxx or Tronox.
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Continuity Agreements. Additionally, the Parties acknowledge that Evolent, at its own discretion, may elect from time to time to request that UPMC enter into performance guarantees or similar agreements with Evolent Clients pursuant to which UPMC would agree, in the event Evolent breaches its obligations to the Evolent Client or upon the occurrence of other mutually agreed upon circumstances, to perform certain agreed upon services for the Evolent Client that would otherwise be performed by, or through, Evolent (each a “Continuity Agreement”). Evolent, on behalf of itself and its officers, directors, employees, agents, successors and assigns (the “Evolent Parties”), hereby agrees that UPMC and its Affiliates shall not be liable or responsible to the Evolent Parties for any claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, in law, equity or otherwise (“Claims”), arising out of, or related to, claims or allegations that UPMC Improvements or other UPMC IP breach or infringe upon Evolent’s Intellectual Property Rights to the extent such claims or allegations arise out of, or are related to, UPMC’s access to Evolent Intellectual Property as a result of UPMC’s performance under a Continuity Agreement, including without limitation Claims arising out of, or related to, infringement, breach of license, contract, confidentiality, misappropriation or any other claim or theory, and hereby irrevocably and forever waives, release, acquit and discharge all such Claims against UPMC, its Affiliates, and their respective licensees, subscribers, other customers, contractors and consultants.
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Related to Continuity Agreements

  • Retention Agreements Mallinckrodt Enterprises LLC has entered into retention agreements with certain U.S. Transferred Employees. Buyers shall have no liability with respect to the payments required under such retention agreements.

  • 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.

  • Commercial Agreements All of the container leases, lease addenda, container management agreements and other agreements of the Company and its subsidiaries, considered as one enterprise (collectively, the “Commercial Agreements”), are in full force and effect, except where the failure of a Commercial Agreement to not be in full force and effect would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any Commercial Agreement, or affecting or questioning the rights of the Company or any of its subsidiaries with respect to any such Commercial Agreement, except with respect to any claims which would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Confidentiality Agreements The parties hereto agree that this Agreement supersedes any provision of the Confidentiality Agreements that could be interpreted to preclude the exercise of any rights or the fulfillment of any obligations under this Agreement, and that none of the provisions included in the Confidentiality Agreements will act to preclude Holder from exercising the Option or exercising any other rights under this Agreement or act to preclude Issuer from fulfilling any of its obligations under this 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.

  • General Agreements The parties agree that:

  • Transition Agreement On the Closing Date, Seller and Buyer shall execute the Transition Services Agreement, attached as Exhibit F to this Agreement, in which Seller shall agree to provide transition services to Buyer with respect to the Assets.

  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

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