Covenants and agreements between Silverton and the Company. (a) Transfer of Rights to Detoxahol. ------------------------------- (1) No later than June 25, 1996 (the "Option Termination Date"), Silverton, at his option, but subject to compliance by Silverton with all the provisions of this Agreement (including without limitation this Section 2) and satisfaction of the conditions set forth below, may require the Company to assign and convey all rights of the Company under the GRFI Agreements (the "Detoxahol Transfer") to the company to be formed as a California limited liability company, to be named, if possible, CompuMed, LLC ("LLC"). The form of the Operating Agreement used for purposes of forming the LLC is attached hereto as Exhibit A (the "Operating Agreement"). Silverton shall exercise such option (the "Detoxahol Option") by providing written notice of exercise thereof to the Company (the "Detoxahol Transfer Notice"). Silverton's failure to timely provide the Detoxahol Transfer Notice shall relieve the Company of its obligations to consummate the Detoxahol Transfer. (2) The Detoxahol Transfer shall occur as soon as reasonably possible after receipt of the Detoxahol Transfer Notice, but subject to the receipt of all consents from any necessary party. Simultaneously with the exercise of the Detoxahol Option, Silverton shall pay to LLC, or to the Company to be held in escrow, in immediately available funds by certified check or wire transfer, the sum of Six Hundred Fifty Thousand Dollars ($650,000.00). In the event Silverton fails to make such payment, the exercise of the Detoxahol Option shall be deemed to have immediately expired without any further obligation on the part of the Company whatsoever (including without limitation any obligation to consummate the Detoxahol Transfer), and Silverton shall reimburse the Company and LLC for all costs and expenses incurred by them in connection with the exercise of the Detoxahol Option. (3) Beginning February 26, 1996, Silverton became entitled to commence a 120 day due diligence period (the "Due Diligence Period") with respect to Detoxahol. During the Due Diligence Period, the Company has and shall make available to Silverton, upon written request, all information in its possession and/or control regarding Detoxahol including, without limitation, research reports, patent application, licenses, option agreements, invention statements, employment contracts, internal reports and opinions relating to Detoxahol. Further, the Company shall authorize University of Georgia res...

Related to Covenants and agreements between Silverton and the Company

Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:
Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:
COVENANTS OF PARENT AND THE COMPANY The parties hereto agree that:
Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:
COVENANTS AND AGREEMENTS OF BUYER Buyer covenants and agrees with Seller as follows:
Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:
Covenants and Agreements of the Parties The Parties covenant and agree as follows:
Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:
Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:
Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

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