Further, Axxx Sample Clauses

Further, Axxx as the sole shareholder of Sky-Watch, and Legacy AIRO agree that the Earnout 2 is deemed earned, due and payable no later than five business days after 31 May 2024, always subject to Sky-Watch having met the threshold connected to Earnout 2 as set out in Annex B of the EPA. Prior to 31 May 2024, in the event the Loan, Promissory Note and Earnout 1 have been paid in full, Airo shall make payments on Earnout 2 in one or more instalments, as agreed in the Fourth Amendment to the EPA executed 28 October 2022 provided that the board of directors of Sky-Watch ensures that there are sufficient funds in Sky-Watch to continue its regular operations in the ordinary course of business without impairment. Further provided, that in the absence of a declaration of Dividends from Sky-Watch to Airo to provide liquidity to Airo for payment of Earnout 2, Airo shall nevertheless be obligated to pay the Earnout 2 at such time. To the extent that Legacy AIRO is liable for payment of Earnout 2 pursuant to the EPA, Axxx agrees to assume such payment obligations and be liable therefore. The assumption by Axxx of said obligations does not release Legacy AIRO therefrom.
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Further, Axxx and Axxx Affiliates hereby agree that to the extent that any of them acquires any rights or interest in or to any product(s) or other technology from any person or entity while or after such person or entity is an “Excluded Third Party” hereunder, whether by Assignment under Section 9.3, asset purchase or sale, bankruptcy, conveyance, lease, distribution arrangement, manufacturing arrangement Non-Exclusive Patent License (including any foundry arrangement), license, sublicense, option, other transfer or any other transaction of any type (any such transaction, an “Acquisition”), the sublicense grant set forth in Section 2.1 (or any sublicense thereunder granted pursuant to Section 2.2) shall not apply to such product(s) or technology or any improvements or derivatives thereto (even if such person or entity at some time after the applicable Acquisition is no longer an “Excluded Third Party” hereunder, whether pursuant to the provisos set forth in Section 1.7 or otherwise), and Palomar and its sublicensees shall retain any and all rights to enforce the Axxxxxxx Patents against Axxx, Axxx Affiliates, such Excluded Third Party or any other Third Party with respect to the same.
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Related to Further, Axxx

  • Further Acts, etc Borrower will, at the cost of Borrower, and without expense to Lender, do, execute, acknowledge and deliver all and every further acts, deeds, conveyances, deeds of trust, mortgages, assignments, security agreements, control agreements, notices of assignments, transfers and assurances as Lender shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto Lender the property and rights hereby mortgaged, deeded, granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Borrower may be or may hereafter become bound to convey or assign to Lender, or for carrying out the intention or facilitating the performance of the terms of this Agreement or for filing, registering or recording the Mortgage, or for complying with all Legal Requirements. Borrower, on demand, will execute and deliver, and in the event it shall fail to so execute and deliver, hereby authorizes Lender to execute in the name of Borrower or without the signature of Borrower to the extent Lender may lawfully do so, one or more financing statements and financing statement amendments to evidence more effectively, perfect and maintain the priority of the security interest of Lender in the Property. Borrower grants to Lender an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Lender at law and in equity, including without limitation, such rights and remedies available to Lender pursuant to this Section 17.3.

  • 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 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 Assignments The Seller acknowledges that Ally Auto may, pursuant to the Further Transfer Agreements, sell the Receivables to the Issuing Entity and assign its rights hereunder and under the First Step Receivables Assignment to the Issuing Entity, subject to the terms and conditions of the Further Transfer Agreements, and that the Issuing Entity may in turn further pledge, assign or transfer its rights in the Receivables and this Agreement and the First Step Receivables Assignment. The Seller further acknowledges that Ally Auto may assign its rights under the Custodian Agreement to the Issuing Entity.

  • Further Acts Each party agrees to perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the provisions and intent of this Agreement.

  • Further Acts and Documents On request of the Indenture Trustee, the Issuer will take action and execute and deliver additional documents reasonably required to perform and carry out the purposes of this Indenture.

  • Further Actions Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

  • Further Sale In each case, any Offered Securities not purchased by the Purchasers or other Person or Persons in accordance with Section 6.03 may not be sold or otherwise disposed of until they are again offered to the Purchasers under the procedures specified in Sections 6.01, 6.02 and 6.03.

  • Further Cooperation The parties agree that they will, at any time and from time to time after the Closing, upon request by the other and without further consideration, do, perform, execute, acknowledge and deliver all such further acts, deeds, assignments, assumptions, transfers, conveyances, powers of attorney, certificates and assurances as may be reasonably required in order to complete the transactions contemplated by this Agreement or to carry out and perform any undertaking made by the parties hereunder.

  • Further Documents Lender or its counsel shall have received such other and further approvals, opinions, documents and information as Lender or its counsel may have reasonably requested including the Loan Documents in form and substance satisfactory to Lender and its counsel.

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