Former Affiliates Clause Samples

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Former Affiliates. Each of the Former Affiliates severally and not jointly represents, warrants and covenants to RPII and SERP as follows and acknowledges that RPII and SERP are relying upon such representations, warranties and covenants in connection with the consummation of the transactions contemplated by the Cessation Agreement and the Asset Purchase Agreement: 3.1.1 Except as otherwise provided in this Cessation Agreement, he or she expressly waives any rights or claims that he or she may have or assert, as a result of being an owner of Preferred Shares. 3.1.2 That in deciding to execute this Cessation Agreement, he or she has been advised to consult with an attorney and/or any other advisors of his or her choice and has relied entirely upon his or her own judgment, and that of his or her counsel, and that he or she has read this Cessation Agreement and has adequate time to consider its terms and effects and to ask questions that he or she may have of anyone, including legal counsel. 3.1.3 Other than as set forth in Schedule 3.1.3 attached hereto, (a) there is no action, suit, arbitration, or other proceeding pending or to his or her best knowledge, threatened against him or her before any court, federal, state, municipal or other governmental department or agency or other tribunal; and (b) he or she is not subject to any order, judgment, injunction or decree which could materially adversely affect RPII or SERP. He or she has not filed any action, complaint, charge, grievance or arbitration or commenced any other proceeding, administrative or judicial regarding RPII and/or SERP. 3.1.4 He or she understands that this agreement is legally binding. He or she had voluntarily chosen to enter into this agreement and has not been forced or pressured in any way to sign it. Each of the Former Employees has been advised to consult with an attorney prior to executing this Cessation Agreement and the General Release annexed hereto as Exhibit A. He or she, in executing this Cessation Agreement and the General Release, has not relied upon any representation or statement not set forth herein made by RPII or SERP with regard to the subject matter, basis or effect of this Cessation Agreement or otherwise. 3.1.5 He or she has full power and authority to enter into this Cessation Agreement and to carry out the transactions contemplated hereby. This Cessation Agreement has been duly executed by him or her and constitutes a valid and legally binding obligation of him or her enforceable agai...
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Former Affiliates. In the event that any Affiliate of [OMITTED] or ------------------ any portion of the business or operations thereof undergoes a change in control (a "Former Affiliate") Licensor will continue to provide such Former Affiliate the license and services described in this Agreement for a period of twelve (12) months following such change in control, and after such twelve (12) month period, Licensor will offer to provide such Former Affiliate a license to use the Software and to provide to such Former Affiliate all related services and all other rights and protections on the same terms and conditions as provided to such Former Affiliate under this Agreement prior to any such change in control. In the event that a Former Affiliate receives a license from Licensor pursuant to this Section (13.7), [OMITTED] will receive a reduction in its License Fees and Maintenance Fees proportionate to its reduced usage of Software Products and Maintenance Services.
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Former Affiliates. All rights and licenses granted to any Affiliate of Licensee shall remain in force only for so long as such entity meets all requirements of an Affiliate as defined under Section 1.1.
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Former Affiliates. In the event that SK relinquishes Control of an SK Affiliate or business unit after the Effective Date such that the entity is no longer a part of SK or an SK Affiliate (such entity a "Former Affiliate"), then upon SK's request, EDS shall continue to provide the Services to such SK Affiliate or business unit after the date such entity becomes a Former Affiliate for the duration of the Term without any adjustment to pricing under this Agreement (except for any demonstrable additional costs that EDS shall incur, if any, in order to provide the Services to a Former Affiliate); provided, however, that the Former Affiliate agrees in writing to abide by the terms and conditions of the Agreement. SK agrees to provide EDS with notice of any such relinquishment as soon as practicable. SK shall (1) remain the single point-of-contact with EDS with respect to those Services provided to a Former Affiliate, and, (ii) remain obligated to perform its payment obligations under the Agreement with respect to those Services provided to a Former Affiliate. For purposes of the Agreement, Services provided to a Former Affiliate shall be deemed to be Services provided to SK. If at anytime SK requests that EDS enter into a direct agreement with the Former Affiliate and relieve SK of the foregoing continuing obligations with respect to such Former Affiliate, EDS agrees to negotiate with such Former Affiliate in good faith for the services provided.
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Former Affiliates. If Client relinquishes Control of a Service Recipient, business unit or Affiliate during the Term and wishes to provide transition services to such Service Recipient, business unit or Affiliate for a limited period of time (each such party, a “Former Affiliate”), upon Client’s written request, GMS shall continue to provide identified Services to such entity after the date such entity becomes a Former Affiliate for the period of time Client requests in writing, which period shall not exceed twelve (12) months (the “Continued Service Period”); provided however, that (x) the Former Affiliate agrees in writing to abide by the terms and conditions of this Agreement; and (y) the Former Affiliate remains on Client’s information technology systems used by GMS to perform the Services prior to such change in control event as such Client systems may change and evolve in the ordinary course during the applicable Continued Service Period. For purposes of this Agreement, Services provided to a Former Affiliate during a Continued Service Period shall be deemed Services provided to Client. During any Continued Service Period, Client shall: (a) remain the single point-of-contact with GMS with respect to the Services provided to the Former Affiliate; (b) remain obligated to perform its payment obligations under this Agreement with respect to those Services; and (c) be responsible for all acts or omissions of such Former Affiliate to the same extent that it would have been responsible prior to the Former Affiliate’s divestiture. Upon the expiration or termination of the applicable Continued Service Period, the Fees to be paid by Client under this Agreement shall be equitably adjusted to reflect the reduction in the Services provided to Client and other Service Recipients, if applicable. If a Former Affiliate desires to continue receiving Services from GMS following the applicable Continued Service Period, the parties may agree to extend the Continued Service Period for a period agreed in writing by the parties or GMS and such Former Affiliate may agree to enter into a direct agreement with each other if the parties can reach mutually agreeable terms.
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Former Affiliates. If an Affiliate of Franklin ceases to be an Affiliate after the Closing Date and such Affiliate holds any Franklin Patents, all licenses granted under this Agreement shall continue for the Cooperation Period notwithstanding such change in the status of such Affiliate.
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Former Affiliates. If you have been an Affiliate, you may only apply to become a new Affiliate under your original Enroller unless you meet the criteria for signing up under a new Enroller.
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Former Affiliates. 22 3.6 Changes in amount of Services; Cooperation..................23 3.7
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Related to Former Affiliates

  • Customer Affiliates Customer Affiliates may purchase and use Service subscription and Professional Services subject to the terms of this Agreement by executing Order Forms or Statements of Work hereunder that incorporate by reference the terms of this Agreement, and in each such case, all references in this Agreement to Customer shall be deemed to refer to such Customer Affiliate for purposes of such Order Form or Statements of Work.

  • Affiliates The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

  • Related Entities If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) has a Net Worth at least equal to the Net Worth of Tenant as of the Effective Date, and (iii) proof satisfactory to Landlord of such Net Worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or promptly thereafter if prior notice is prohibited by any applicable Requirements). Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of this Section 13.6.

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Subsidiaries and Affiliates The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.