EXISTING AND PENDING DISTRIBUTION AND TESTING AGREEMENTS Sample Clauses

EXISTING AND PENDING DISTRIBUTION AND TESTING AGREEMENTS. EFC has entered into numerous Distributive Generation Products and Fuel Cell Licensing Agreements ("Distribution Agreements") under which distribution rights for H Power's Fuel Cell Power Systems have been granted to Licensees. Licensees shall be notified by EFC that EFC wishes to cancel and renegotiate their Distribution Agreements and convert them to non-exclusive Distribution Agreements. If the Licensee nevertheless desires to continue with an Exclusive Distribution Agreement then H Power's obligations shall continue and shall be no greater than under the Existing or Pending Distribution Agreement. Any existing, pending or renegotiated Exclusive Distribution Agreements are called "Grandfathered Distribution Agreements" herein. EFC shall provide a list of those once they have been renegotiated but not later than March 31, 2002. Otherwise, all obligations and liabilities of H Power with respect to Distribution Agreements shall be assumed by EFC and H Power shall have no further obligations thereunder. No fees shall be paid to H Power for those Licensees that have selected or will select the "Fuel Cell Distribution Option" or who select a Non-Exclusive Option as defined in the EFC Distribution Agreement. In addition, EFC shall be responsible for renegotiating the "Fuel Cell Testing Agreements Between the Cooperatives and ECO Fuel Cells" (the "Testing Agreements") with its Licensees. All obligations and liabilities of H Power with respect to these Testing Agreements (including, but not limited, to those set forth in Attachment 3 thereto) shall be assumed by EFC and H Power shall have no further obligations thereunder. It is anticipated that the Parties will continue a fuel cell testing program and new fuel cell testing agreements will be executed on such terms as are agreed to by the Parties.
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Related to EXISTING AND PENDING DISTRIBUTION AND TESTING AGREEMENTS

  • 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.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub hereby represent and warrant to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:

  • Closing and Effective Time Subject to the provisions of this Agreement, the parties shall hold a closing (the "Closing") on (i) the first business day on which the last of the conditions set forth in Article V to be fulfilled prior to the Closing is fulfilled or waived or (ii) at such time and place as the parties hereto may agree. Such date shall be the date of Exchange (the "Effective Time").

  • 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.

  • Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT Seller and Parent jointly and severally represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS Except as set forth in the Parent Disclosure Letter, Parent and each Merger Sub represent and warrant to the Company:

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