Expiring Agreements Sample Clauses

Expiring Agreements. For the purpose of renegotiating an expiring Agreement, the financial contribution of each party shall be determined by one of two methodologies depending upon when the Agreement was entered into. For original Agreements entered into prior to 1996, the financial contributions of the City and District shall be calculated based on the type and amount of contribution provided by each party during the term of the prior Agreement using the following assigned values:
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Expiring Agreements. If, at the expiration of the existing Agreement, the City and District made equal financial contributions under that Agreement, then each party will equally contribute to the annual maintenance costs required under the renewed Agreement. If, however, at the expiration of the existing Agreement, the financial contribution of either party was greater, then the party who contributed the lesser amount will be solely responsible for the payment of all maintenance costs under the renewed Agreement. That party will be solely responsible for the payments until the cost differential has been eliminated. If financial parity is reached prior to the expiration of an existing agreement, that agreement shall be immediately amended to reflect a 50/50 shared maintenance. At the time of renewal of an expiring Agreement, maintenance, labor and utility costs will be established. Such costs will be recalculated at two-year intervals throughout the term of the renewed Agreement. Labor costs will be calculated in accordance with the Consumer Price Index for the San Diego Area, as published by the Bureau of Labor Statistics.
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Expiring Agreements. (a) Lilly has provided complete and accurate executed copies of the Expiring Agreements to ViroPharma. Subject to the terms and conditions set forth herein, as of the Closing Date, ViroPharma hereby grants to Lilly a limited, non-exclusive license to sublicense the Assigned Patents, the Licensed Technology, the Assigned Trademarks and the Assigned Copyrights, together with, the right to reference the Discontinued NDAs (to the extent necessary) to the Expiring Party pursuant to the Expiring Agreements, solely to the extent required for Lilly to meet its obligations to the Expiring Party thereunder and solely for the term of the Expiring Agreements. Lilly has not consented to any sublicenses by the Expiring Party under the Expiring Agreements and Lilly shall not provide the Expiring Party with the consent to sublicense any of these rights thereunder without the prior written consent of ViroPharma. Pursuant to a letter of termination provided to the Expiring Party from Lilly on December 19, 2003, Lilly has terminated the Expiring Agreements effective as of December 31, 2005. Lilly shall take no action to amend the Expiring Agreements, including, without limitation, extending the Expiring Agreements beyond December 31, 2005; provided that Lilly reserves the right to terminate the Expiring Agreements anytime prior to December 31, 2005.
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Related to Expiring Agreements

  • Continuing Agreements All covenants, agreements, representations and warranties made by Borrowers in this Agreement, in any of the other Financing Documents, and in any certificate delivered pursuant hereto or thereto shall survive the making by Lender of the Revolving Loan, the issuance of Letters of Credit and the execution and delivery of the Notes, shall be binding upon Borrowers regardless of how long before or after the date hereof any of the Obligations were or are incurred, and shall continue in full force and effect so long as any of the Obligations are outstanding and unpaid. From time to time upon Lender’s request, and as a condition of the release of any one or more of the Security Documents, Borrowers and other Persons obligated with respect to the Obligations shall provide Lender with such acknowledgments and agreements as Lender may require to the effect that there exists no defenses, rights of setoff or recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever in connection with the Obligations against Lender and/or any of its agents and others, or to the extent there are, the same are waived and released.

  • Continuing Agreement This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Credit Party Obligations (other than those obligations that expressly survive the termination of this Credit Agreement) have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than those obligations that expressly survive the termination of this Credit Agreement) under the Credit Documents and the Administrative Agent shall, at the request and expense of the Borrower, deliver all the Collateral in its possession to the Borrower and release all Liens on the Collateral; provided that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required to be restored or returned by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Credit Documents shall automatically be reinstated and all Liens of the Administrative Agent shall reattach to the Collateral and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative Agent or any Lender in connection therewith shall be deemed included as part of the Credit Party Obligations.

  • Existing Lock-Up Agreement The Company will enforce all existing agreements between the Company and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection with the Offering. In addition, the Company will direct the Company’s transfer agent to place stop transfer restrictions upon any such Securities of the Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated in such 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.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • 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.

  • Existing Agreement Except as expressly amended herein, the Credit Agreement shall remain in full force and effect, and in all other respects is affirmed.

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