Hyperion Agreement Sample Clauses

Hyperion Agreement. Pursuant to a series of transfers of assets, Hyperion Telecommunications of New York, Inc. (a wholly-owned subsidiary of Hyperion Telecommunications, Inc.) and a partner in the partnership between Hyperion Telecommunications of New York, Inc., Advance/Xxxxxxxx Partnership and Time Warner Entertainment-Advance/Xxxxxxxx Partnership (the "Partnership") has agreed to transfer to Time Warner AxS of Albany, L.P. ("TW Albany"), certain telecommunications network assets on which Capacity is currently provided to MCI in the metropolitan areas of Albany and Binghamton, New York pursuant to the Hyperion Agreement. Provider represents and warrants to MCI that TW Albany is, and will be as of the Effective Date, a Wholly Owned Affiliate of Provider as defined in Article 1A of the Agreement. Immediately following the dissolution of the Partnership and the subsequent transfer of that certain portion of network assets to TW Albany as described above (the "Effective Date"), Provider shall deliver to MCI certified copies of all documentation reasonably requested by MCI to evidence the completion of the required dissolutions and transfers of assets. Subject to receipt by MCI of the required documentation as set forth in the preceding sentence, all circuits in the Albany and Binghamton, New York metropolitan areas currently leased by MCI under the Hyperion Agreement, which circuits are identified on Appendix 1 attached hereto (the "Hyperion Circuits") shall be transferred to the Agreement effective as of the Effective Date, and shall thereafter be governed by all the terms and conditions thereof as though such Hyperion Circuits had originally been ordered under the Agreement. Effective as of the Effective Date, the Hyperion Circuits shall be repriced by Provider in accordance with the Agreement. All future Capacity leased by MCI in the Albany and Binghamton, New York metropolitan areas shall be leased under the
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Related to Hyperion Agreement

  • Termination Agreement (1) If the Franchise Agreement shall be terminated due to the expiration, both parties shall sign a Termination Agreement through negotiation completed 180 days prior to the expiration date.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Designation Agreement Section 6045(e) of the United States Internal Revenue Code and the regulations promulgated thereunder (herein collectively called the “Reporting Requirements”) require an information return to be made to the United States Internal Revenue Service, and a statement to be furnished to Seller, in connection with the Transaction. Escrow Agent is either (x) the person responsible for closing the Transaction (as described in the Reporting Requirements) or (y) the disbursing title or escrow company that is most significant in terms of gross proceeds disbursed in connection with the Transaction (as described in the Reporting Requirements). Accordingly:

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Retention Agreements The parties agree and acknowledge that the obligations due to each of Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxxxx, Xxx Xxxxx and Xxxxxx X. Xxxxxxxxxx pursuant to the Retention Agreements shall not be due and payable until such amounts are due under such Retention Agreements and that, notwithstanding the foregoing, such amounts shall be deducted from the Aggregate Merger Consideration at the Closing as Company Transaction Expenses and paid by the Surviving Corporation when due under the Retention Agreements. Parent agrees to cause the Surviving Corporation to transmit any amounts deducted from the Effective Date Aggregate Merger Consideration with respect to the Retention Agreements that, after the Closing, no longer will become due or payable in accordance with the terms of the Retention Agreements as determined in good faith by the Surviving Corporation, plus an amount equal to three and 15/100 percent (3.15%) interest compounding annually on the obligations due pursuant to the Retention Agreements (collectively, the “Unused Retention Amount”) to the Stockholders’ Representative for distribution to the Stockholders.

  • Noncompetition Agreement In consideration of the compensation paid or payable to Executive by the Company pursuant to this Agreement (including, but not limited to, Section 2 hereof), Executive hereby agrees as follows:

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