Intergroup Agreements Sample Clauses

Intergroup Agreements. Each of FOX and Remainco agrees on behalf of itself and the other members of its Group that (A) all Surviving Intergroup Agreements will survive the Distribution for such periods as set forth in Schedule 2.02(c), and (B) each Terminating Intergroup Agreement is hereby terminated by each of FOX and Remainco on behalf of itself and the other members of its Group effective as of the Distribution, subject at all times in each case (clauses (A) and (B)) to the obligations of the Parties set forth on Schedule 2.02(c) (which scheduled obligations each of FOX and Remainco shall, and shall cause the other members of its Group to, perform). For the avoidance of doubt, (x) nothing in this Section 2.02(c) or Schedule 2.02(c) shall be construed to conflict with the obligations of the Parties to resolve Intergroup Indebtedness in accordance with Section 2.02(d), provided, however, that the obligations to resolve Intergroup Indebtedness pursuant to Section 2.02(d) shall not be construed to require the termination of any Intergroup Agreement surviving the Distribution in accordance with this Section 2.02(c) or Schedule 2.02(c) solely because there exists unpaid monetary consideration owed from a member of one Party’s group to a member of the other Party’s group at the time of the Distribution, provided, further, that any such unpaid monetary consideration existing at the time of the Distribution shall be resolved in accordance with Section 2.02(d) and (y) the Ancillary Agreements shall survive the Distribution in accordance with their terms.
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Intergroup Agreements. On the Separation Date, Xxxxxx and SDG shall, and shall cause the other applicable members of their respective Group to, execute and deliver each Intergroup Agreement (except for Intergroup Agreements that are to be executed on a later date as provided herein).
Sample 1
Intergroup Agreements. Subject to applicable Law, prior to the Closing, Seller shall, and shall cause its Affiliates to, amend each of the agreements listed on Schedule 5.17 (the "SURVIVING INTERGROUP AGREEMENTS") to cause each such Surviving Intergroup Agreement to:
Sample 1
Intergroup Agreements. At the Closing there are no contracts and agreements currently in force between any of the Vendors or any of their Affiliates (other than the Contract Companies) on the one hand and any of the Contract Companies, on the other hand. All contracts and agreements currently in force between PCMM on the one hand and with suppliers (other than suppliers who will not be transferred to the Property Companies or the Direct Property Companies), on the other hand (the "PCMM AGREEMENTS") as specified in SCHEDULE 4.31, may be terminated at any time by the relevant Contract Company without any penalty or termination indemnity to be paid by the relevant Contract Company, and without any prior notice longer than ninety (90) days. All PCMM Agreements are valid, binding and in full force and effect, and have been entered into and performed on an arm's length basis and in the ordinary course of business.
Sample 1
Intergroup Agreements. Save as specified in the Vendor's Disclosure Schedule, and excluding all agreements for the award of Shareholder Loans and the Sadyba Up-Stream Loan, at the Closing there are no contracts and agreements currently in force between Vendor, EMI or any of their Affiliates (other than the Acquired Companies) on the one hand and any of the Acquired Companies, on the other hand. Upon the reimbursement or subrogation, as the case may be, of the Shareholders Loans as set forth in Section 2.1 (c) and 2.1 (d) above, PCE represents and warrants that no amount shall remain owed by any of the Acquired Companies to the Vendor, EMI or any of their Affiliates, under any Shareholder Loan, and more generally under any agreement or otherwise.
Sample 1
Intergroup Agreements. Save as specified in the Disclosure Schedule, at the Delivery Date there are no contracts and agreements currently in force between Vendor, EMI or any of their Affiliates (other than the Development Companies) on the one hand and any of the Development Companies, on the other hand. Upon reimbursement of the Shareholder Loans as set forth in Section 3.1(b), no amount shall remain owed by any of the Development Companies to Vendor, EMI or any of their Affiliates, under any Shareholder Loan and, more generally, under any agreement or otherwise, save as specified in the Vendor's Disclosure Schedule.
Sample 1

Related to Intergroup Agreements

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Intercompany Arrangements Prior to the Closing, the Seller shall cause any contract or arrangement that is disclosed (or should have been disclosed) in Section 3.15(a)(x) of the Disclosure Schedule, other than those contracts or arrangements set forth in Section 6.10 of the Disclosure Schedule, to be terminated or otherwise amended to exclude the Companies and the Transferred Subsidiaries as parties thereto.

  • Management Agreements Other than as contemplated by this Agreement, as of the date hereof, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Subsidiary, on the one hand, and any member of the Company’s management or the Company’s Board of Directors, on the other hand, relating in any way to the transactions contemplated by this Agreement or the operations of the Company after the Effective Time.

  • Continuing Agreements All covenants, agreements, representations and warranties made by Borrowers in this Agreement, in any of the other Financing Documents, and in any certificate delivered pursuant hereto or thereto shall survive the making by Lender of the Revolving Loan, the issuance of Letters of Credit and the execution and delivery of the Notes, shall be binding upon Borrowers regardless of how long before or after the date hereof any of the Obligations were or are incurred, and shall continue in full force and effect so long as any of the Obligations are outstanding and unpaid. From time to time upon Lender’s request, and as a condition of the release of any one or more of the Security Documents, Borrowers and other Persons obligated with respect to the Obligations shall provide Lender with such acknowledgments and agreements as Lender may require to the effect that there exists no defenses, rights of setoff or recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever in connection with the Obligations against Lender and/or any of its agents and others, or to the extent there are, the same are waived and released.

  • 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.

  • Existing Arrangements From and after the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) honor all of the Employee Plans and compensation and severance arrangements in accordance with their terms as in effect immediately prior to the Effective Time. Notwithstanding the foregoing, nothing will prohibit the Surviving Corporation from in any way amending, modifying or terminating any such Employee Plans or compensation or severance arrangements in accordance with their terms or if otherwise required pursuant to applicable law.

  • Services Agreements For at least the first twelve (12) months after Closing, the Parties agree that all research, development, and regulatory activities to be performed under the Work Plan (which will be agreed upon in accordance with the Operating Agreement of the Company) shall be conducted by the Parties as in-kind contributions to the Company, except as otherwise provided in the Operating Agreement. Such activities shall be performed pursuant to a services agreement between each of the Parties and the Company, which services agreements shall be included in the Future Related Agreements. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

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