Further Agreements for the Operating Agreement Sample Clauses

Further Agreements for the Operating Agreement. Notwithstanding the provisions of the Operating Agreement, including, without limitation, Sections 8.2, 9.1, 9.10, 11.3, 11.4, 11.5, 14.4 and 14.6 thereof, all of which Angeion and ELA hereby waive, Angeion and ELA hereby agree as follows: (a) As of the Closing Date, ELA shall assume sole responsibility, without recourse to Angeion, its successors or assigns for financing the operations of the Company. From and after the Closing Date, Angeion shall have no further present or future obligation to make any Capital Contributions to the Company, including, without limitation, any obligation to pay any Capital Contributions previously due, if any. Angeion further agrees and acknowledges that it shall not be entitled to any return of its Capital Contributions. (b) As of the date hereof, the Percentage Interests of Angeion and ELA in the Company shall be 0% and 100%, respectively. (c) As of April 1, 1999, ELA is designated to serve as the "tax matters partner" pursuant to Section 9.10 of the Operating Agreement. (d) As of the Closing Date, any and all Company Trademarks shall be the sole property of the Company and, notwithstanding the provisions of Section 11.3, the Company shall have no obligation to abandon such trademarks upon dissolution, and ELA shall have the right to use such Company Trademarks as it sees fit for any use or activity. (e) As of the Closing Date, any and all patents and patent applications filed on behalf of the Company shall be the sole property of the Company and, notwithstanding the provisions of Section 11.4(b) of the Operating Agreement, the Company shall have no obligation to assign any of such patents or patent applications to Angeion upon dissolution and such patents and patent applications may be assigned in their entirety upon dissolution to ELA. (f) As of the Closing Date, any and all Published Works prepared by the Company shall be the sole property of the Company and, notwithstanding the provisions of Section 11.5 of the Operating Agreement, the Company shall have no obligation to assign such Published Works to Angeion and such Published Works may be assigned in their entirety upon dissolution to ELA. (g) Within thirty (30) days following the Closing Date, Angeion shall deliver to the Company the originals of all books, records and files of the Company maintained by Angeion, provided that Angeion shall be entitled to keep a copy thereof for archival purposes. (h) Angeion hereby acknowledges and agrees that, in the event that EL...
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Related to Further Agreements for the Operating Agreement

  • Further Agreement The Primary Servicer and the Master Servicer each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

  • Further Agreements The Seller and the Purchaser each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

  • Further Agreements of the Parties Each of the Enterprise Parties covenants and agrees with the Underwriters:

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • 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.

  • Covenants and Continuing Agreements So long as any amount owing in respect of the Obligations (whether or not due) shall remain unpaid, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Cooperation Agreement If a Cooperating Institution is appointed, the Fund shall enter into a Cooperation Agreement with the Cooperating Institution setting forth the terms and conditions of its appointment.

  • Indemnity for Underlying Sales and Supplemental Agreements Vendor shall be solely responsible for any customer claims or any disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open-market. The Parties agree that TIPS shall not be liable for any claims arising out of Vendor’s TIPS Sales or Supplemental Agreements, including but not limited to: allegations of product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency, allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding payment, over-payment, under-payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under- payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is not a dealer, subcontractor, agent, or reseller of Vendor’s goods and services and shall not be responsible for any claims arising out of alleged insufficiencies or defects in Vendor’s goods and services, should any arise.

  • Binding Agreement; Assignments Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither the Borrower nor any Guarantor may assign or transfer any of its rights or obligations hereunder (and any such attempted assignment or transfer shall be void) without the prior written consent of the Required Lenders. Notwithstanding the foregoing, at the time any Guarantor is released from its obligations under the Guarantee Agreement in accordance with such Guarantee Agreement and the Credit Agreement, such Guarantor will cease to have any rights or obligations under this Agreement.

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