IBM Agreement Clause Samples

IBM Agreement. The IBM Development and License Agreement shall remain in full force and effect as of the Closing and shall not have been amended in any way adverse to the rights of FoundryCo thereunder;
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IBM Agreement. You agree to pay amounts equal to any applicable taxes resulting from any transaction under this Agreement. This does not include taxes based on our net income. You are responsible for personal property taxes for each Product from the date we ship it to you or the End User. You agree to provide us with valid reseller-exemption documentation for each applicable taxing jurisdiction. Otherwise, we will charge you all applicable taxing jurisdiction. Otherwise, we will charge you all applicable state and local taxes or duties. You agree to notify us promptly if this documentation is revoked or modified. You are liable for any claims or assessments that result from any taxing jurisdiction refusing to recognize your exemption.
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IBM Agreement. Pursuant to the terms of the subscription agreement dated May 15, 2000, by and among the Company, EES and International Business Machines Corporation ("IBM"), the Company has agreed to issue shares of Common Stock to IBM in exchange for a cash contribution of $20 million over time. First, the Company issued 5,502 shares of Common Stock in exchange for $10 million payable on May 31, 2000 and September 29, 2000. Second, provided a firm commitment underwritten public offering of shares of Common Stock registered under the Securities Act is consummated on or before May 15, 2001 (a "Qualified IPO"), then on the later to occur of December 29, 2000 or the consummation of the Qualified IPO, IBM agreed to purchase $5 million worth of Common Stock at one-half the initial public offering price in the Qualified IPO. Finally, on the later to occur of the business day following the first anniversary of a Qualified IPO or December 31, 2001, provided that the Company consummated a Qualified IPO and subject to certain exceptions, the Company agreed to issue and IBM agreed to purchase $5 million worth of Common Stock at the average of the last reported daily sales price of the Common Stock on the principal national securities exchange or market on which the Common Stock is listed or admitted to trading for each day such exchange or market is open for trading (a "Trading Day") during the twenty (20) Trading Days prior to such date.
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IBM Agreement. The Company and International Business Machines Corporation ("IBM") shall have delivered evidence to Parent of an amendment, satisfactory to Parent, of the provisions relating to a change-of-control of the Company set forth in the Software OEM License Agreement dated August 18, 2000 between the Company and IBM.
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Related to IBM Agreement

  • Item Agreement As negotiated items are agreed upon, they shall be reduced to writing and initialed by the chief negotiator of each party. Such initialing shall be construed as tentative agreement by both parties on that item or issue, subject to finalization by ratification by the membership of the Association and adoption by the Board.

  • Consortium Agreement agreement regulating the rights and obligations of the Concessionaires regarding this Agreement.

  • Supply Agreement Until the Parties enter into the Supply Agreement, the Parties agree to the following terms, which terms, to the extent applicable, shall be included in the Supply Agreement: 5.1. Pro-Dex will be Monogram’s exclusive manufacturer and supplier for all of the Products. Before providing any manufacturing and supply services to Monogram, Pro-Dex will provide in writing to Monogram: (i) the reference data (from simulated use studies) used to inform the warranty period; (ii) the framework for validating processes for receiving contaminated field units for repairs and servicing; (iii) the price per Product, which, subject to Section 5.3, if Monogram does not agree to, shall be determined by Monogram soliciting bids for that same Product from at least three manufacturing companies that are (a) mutually agreed upon by Monogram and Pro-Dex, (b) ISO 13485 qualified, (c) registered with the FDA, and (d) in compliance with the FDA’s Quality System Regulation (the “Qualified Manufacturers”). The higher of (x) the average of the bids provided by the Qualified Manufacturers and (y) the median of the bids shall be the “Qualified Manufacturer Bid”. After obtaining the Qualified Manufacturer Bid, Pro-Dex will have the right to manufacture and supply that Product at the lesser of (i) one hundred and fifty percent (150%) of the Qualified Manufacturer Bid or (ii) the original bid submitted by Pro-Dex. If Pro-Dex does not elect to manufacture and supply that Product on such terms, Monogram may outsource the manufacturing and supply of that Product to a Qualified Manufacturer selected by Monogram and subject to Pro-Dex’s approval (not to be unreasonably withheld); and (iv) the lead time required by Pro-Dex to deliver the manufactured Products to Monogram, which, if Monogram does not agree to, shall be determined by Monogram soliciting lead time bids for that same Product from at least three Qualified Manufacturers. The higher of (x) the average of the bids provided by the Qualified Manufacturers and (y) the median of the bids shall be the “Qualified Lead Time Bid”. After obtaining the Qualified Lead Time Bid, Pro-Dex will have the right to supply the Products with a lead time equal to the lesser of (i) two hundred percent (200%) of the Qualified Lead Time Bid or (ii) the original bid submitted by Pro-Dex. If Pro-Dex does not elect to manufacture and supply that Product at such lead times, Monogram may outsource the manufacturing and supply of that Product to a Qualified Manufacturer selected by Monogram and subject to Pro-Dex’s approval (not to be unreasonably withheld).

  • Services Agreement “Services Agreement” shall mean any present or future agreements, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information. The Services Agreement is amended by and incorporates the terms of this BA Agreement.

  • Interconnection Agreement Seller shall comply with the terms and conditions of the Interconnection Agreement.