Execution of Related Agreements. The Company shall have received fully executed copies of the Related Agreements (and all other documents required hereunder).
Execution of Related Agreements. Purchaser shall have received fully executed copies of the Related Agreements.
Execution of Related Agreements. At the Closing, each of Seller and the Company shall enter into each of the Related Agreements to which it is a party.
Execution of Related Agreements. The Administrative Agent shall have received counterparts (whether by facsimile or otherwise) of each of (i) the Fee Letter and (ii) each of the Related Agreements, in each case, executed by each of the parties thereto.
Execution of Related Agreements. (a) Effective upon the Effective Date, Marathon shall deliver to RPX the following agreements: (i) the Relay Patent License and License Option Agreement attached hereto as Exhibit A, executed by Relay; and (ii) the Sampo Patent License and License Option Agreement attached hereto as Exhibit B, executed by Sampo.
(b) Upon RPX’s payment to Marathon of the applicable Expanded License Fee Payment and RPX providing Marathon with written notice that RPX has granted a sublicense to a particular Entity and its Affiliates pursuant to the Related Agreement with Relay, Marathon shall immediately obligate Relay to fulfill its obligations as set forth in Exhibit A with respect to each such Entity and its Affiliates who have been granted a sublicense thereunder. Upon RPX’s payment to Marathon of the applicable Expanded License Fee Payment and RPX providing Marathon with written notice that RPX has granted a sublicense to a particular Entity and its Affiliates pursuant to the Related Agreement with Sampo, Marathon shall immediately obligate Sampo to fulfill its obligations as set forth in Exhibit B with respect to each such Entity and its Affiliates who have been granted a sublicense thereunder. Any Entity (including such Entity’s Affiliates) that is granted a sublicense under the Patents by RPX in accordance with any of the Related Agreements shall be deemed an “RPX Licensee” for purposes of this Agreement.
Execution of Related Agreements. The following agreements between the parties shall have been executed and delivered between the parties to such agreements:
(a) the Stockholders Agreement attached hereto as Exhibit B between the Investor and Onsite Stockholders (as defined in such agreement). All such action shall have been taken as may be necessary to elect Investor's designee to the Board of Directors of the Company, effective upon Closing, as provided in the Stockholders Agreement;
(b) the Registration Rights Agreement attached hereto as Exhibit C between Company and Investor; and
(c) the Plan and Agreement of Reorganization between the Company, Westar Business Services, Inc., Westar Energy, Inc., and Westar Capital, Inc.
Execution of Related Agreements. Concurrently with the execution of this Agreement, the Parties shall enter into an agreement concerning the sale of Company Products by the Parties substantially in the form attached hereto as Exhibit B (the “Polysilicon Sale Agreement”). In addition, as soon as reasonably practicable following the incorporation of the Company, the Parties shall, and shall cause the Company to, enter into the following agreements:
(a) A land lease and services agreement between the Company and SFC in form and substance reasonably satisfactory to the Parties, whereby (i) SFC will lease to the Company, and the Company will lease from SFC, certain land located in SFC’s plant complex in Ulsan, Korea for the construction and operation of the Plant and (ii) SFC will provide to the Company, and the Company will purchase from SFC, electricity, steam, cooling water, process water, wastewater treatment services and other utilities and support services required by the Company for the operation and maintenance of the Plant to the extent available to SFC (the “Lease and Services Agreement”);
(b) A technology license and technical assistance agreement between the Company and MEMC Singapore or one of its Affiliates in form and substance reasonably satisfactory to the Parties, whereby the Company will license certain back-end technology necessary for the construction and operation of the Plant from MEMC Singapore or such Affiliate (the “Technology License Agreement”); and
(c) A polysilicon supply agreement between the Company and MEMC Singapore and another polysilicon supply agreement between the Company and SFC in form and substance reasonably satisfactory to the Parties, whereby the Company will supply to each Party, and each Party will purchase from the Company, its share of Company Products (each a “Polysilicon Supply Agreement”). In addition, the Parties shall use their commercially reasonable efforts and cooperate with each other in good faith to ensure that as soon as reasonably practicable following the incorporation of the Company an appropriate technology license agreement for the front-end technology required by the Company for the construction and operation of the Plant will be entered into between the Company and a third party technology provider mutually agreed by the Parties upon terms and conditions approved by the Board.
Execution of Related Agreements. Each of the Related Agreements shall have been duly entered into by all parties thereto (other than Sellers and the Company) and shall be in full force and effect as of the Closing.
Execution of Related Agreements. (1) Upon smart gmbh's request from time to time, DISTRIBUTOR and its Authorized Resellers shall execute any agreement relating to the Allocation of Functions is use of smart Marks or Systems or any other matter related to this Agreement in the form from time to time adopted by smart gmbh; provided, that the terms and conditions of such agreements do not impose an unreasonable burden on DISTRIBUTOR or its Authorized Resellers or are inconsistent with this Agreement or change the relationship of the Parties set forth in this Agreement. The final version of the Allocations of Functions will be attached by the Parties as Annex 8 by December 31st, 2006.
(2) DISTRIBUTOR shall comply with all laws and regulations applicable to motor vehicle importers, of Contract Goods in the United States including without limitation all safety and/or emissions related laws and regulations; provided that smart gmbh shall provide DISTRIBUTOR with (i) Contract Goods prior to importation that are in compliance with all applicable laws, (ii) all information within the control of smart gmbh necessary for the Monroney label, (iii) cooperation necessary to enable DISTRIBUTOR to file all necessary reports and documentation with US and state regulatory agencies, (iv) field retrofits and/or other modifications to the Contract Goods to remain in compliance. DISTRIBUTOR represents that it shall within 10 day of signing this agreement make all filings with United States government agencies necessary to be registered as the importer of record for the Contract Goods.
(3) DISTRIBUTOR shall be solely and exclusively responsible for compliance with all U.S. safety and/or emissions laws and regulations, including without limitation all submissions required by the TREAD Act, Title II of the Clean Air Act, Title 13 of the California Code of Regulations and the provisions therein adopted by the states of New York, New Jersey, Connecticut, Rhode Island, Massachusetts, Maine, and Vermont provided that smart gmbh shall provide DISTRIBUTOR with (
i) Contract Goods prior to importation that are in compliance with all applicable laws, (ii) all information within the control of smart gmbh necessary for the Monroney label, (iii) cooperation necessary to enable DISTRIBUTOR to file all necessary reports and documentation with US and state regulatory agencies, (iv) field retrofits and/or other modifications to the Contract Goods to remain in compliance. DISTRIBUTOR shall file on its own behalf all reports relat...
Execution of Related Agreements. (a) NME agrees that simultaneously with the execution of this Agreement it shall execute that certain LGK Agreement with Elekta, (hereinafter referred to as the "LGK Agreement"), a copy of which is attached hereto as Exhibit C and incorporated herein by this reference. NME agrees to fulfill all of its obligations under the LGK Agreement and acknowledges that PROVIDER is a third party beneficiary of the LGK Agreement. NME shall fully indemnify and hold harmless PROVIDER in the event that PROVIDER suffers any loss, 2 damage, claim or expense (including attorneys' fees) solely as a result of NME's breach or alleged breach of the LGK Agreement.
(b) PROVIDER agrees that on or before the execution of this Agreement, PROVIDER shall execute the Purchase Agreement and the Note. PROVIDER agrees to fulfill all of its obligations under the Purchase Agreement and the Note and acknowledges that NME is a third party beneficiary of the Purchase Agreement and the Note.
