Interim Agreements. The agreements (annexed hereto collectively as APPENDIX C) reached during the term of the collective bargaining agreements effective November 1, 2009 to February 13, 2019 are to be included in the applicable successor agreements subject to such modifications as are required by this agreement and its Appendices.
Interim Agreements. During the period between the Effective Date and Closing Date, Seller shall submit any prospective contracts, new leases, leases renewals or expansions to Purchaser. After the expiration of the Review Period, prior to Seller’s execution thereof, Purchaser will have three (3) business days from receipt of said contract or lease to approve the contract or lease, and thereby assume all obligations with respect to the contract or lease, or reject the contract or lease, and Purchaser’s failure to respond after three (3) days will be deemed to be approval. With regard to any contract or lease during this period, which lease is approved by Purchaser herewith, Purchaser shall assume and be responsible for paying all deposits, leasing commissions and tenant improvement costs with respect thereto.
Interim Agreements. 12 5.1 Interim Conduct of the Contributed Business...............................12 5.2 Access....................................................................15 5.3 Corporate Approval........................................................17 5.4 Agreements To Cooperate...................................................17 5.5 Public Statements.........................................................17 5.6 Notifications.............................................................18 5.7 Proxy Statement; Shareholders Meeting.....................................18
Interim Agreements. 5-3-1 No additions, waivers, deletions, modifications, changes or amendments to this Agreement shall be made during its life, except by mutual consent, in writing, of the parties with the approval of the Superintendent or his/her designee and the CSEA Executive Director or his/her designee.
Interim Agreements. Until the later of (i) March 31, 1999 or (ii) sixty (60) days after the date of the Sale of Gannett, but in no event later than December 31, 1999, Gannett and Maine Media agree that the following services shall continue to be provided by and between them, without further consideration other than the services to be provided, each to the other, and any payments expressly provided for herein:
Interim Agreements. (a) Buyer will develop with Seller as soon as practicable a program of coinsurance support for the period from the date of this Agreement through the Closing Date for new and existing business to be issued by GALIC, and similar arrangements as may be required by COVA and RGA.
(b) Buyer will develop with Seller as soon as practicable a program of policy conversion to support GALIC=s in force business for the period from the date of this Agreement through the Closing Date.
(c) (i) To address the funding agreement business, Buyer and Seller will as soon as practicable implement a stabilization program. Such program will consist of an exchange or other program agreed to by Buyer and Seller and approved by the Department. Under an exchange program Buyer will offer to each holder of a funding agreement contract an exchange contract in consideration for the transfer by GALIC to Buyer of assets as determined below with market value (at the business day prior to the date of transfer) equal to the market value of the liabilities under the funding agreement contracts at the business day prior to the date of transfer (determined using Buyer=s credit rating) plus a risk premium of $120 million. The $120 million would be payable by Wire Transfer in three $40 million installments; at inception of the exchange, ninety days following such inception and one-hundred eighty days following such inception.
Interim Agreements. (a) Buyer will develop with Seller as soon as practicable a program of coinsurance support for the period from the date of this Agreement through the Closing Date for new and existing business to be issued by GALIC, and similar arrangements as may be required by COVA and RGA.
(b) Buyer will develop with Seller as soon as practicable a program of policy conversion to support GALIC's in force business for the period from the date of this Agreement through the Closing Date.
(i) To address the funding agreement business, Buyer and Seller will as soon as practicable implement a stabilization program. Such program will consist of an exchange or other program agreed to by Buyer and Seller and approved by the Department. Under an exchange program Buyer will offer to each holder of a funding agreement contract an exchange contract in consideration for the transfer by GALIC to Buyer of assets as determined below with market value (at the business day prior to the date of transfer) equal to the market value of the liabilities under the funding agreement contracts at the business day prior to the date of transfer (determined using Buyer's credit rating) plus a risk premium of $120 million. The $120 million would be payable by Wire Transfer in three $40 million installments; at inception of the exchange, ninety days following 44 45 such inception and one-hundred eighty days following such inception.
(ii) Under an exchange program, five business days prior to the date of asset transfer, Buyer will submit to a mutually agreed upon third party (to be selected from Merrxxx Xxxcx, Xxar Steaxxx, Xxxxxx Brothers or Saloxxx Xxxxx Xxxney (the "third party") a schedule of fixed-income assets from the GALIC portfolio (the "105% Portfolio") having (in Buyer's reasonable opinion) a market value of 105% of the market value of the funding agreement contract liabilities being exchanged. On the business day prior to the transfer, the third party will determine the market value of each asset in the 105% Portfolio. Assets having a market value equal to 100% of the market value of the funding agreement contract liabilities will be selected by Buyer, in its sole discretion, from such 105% Portfolio and transferred to, and accepted by, Buyer as payment for its exchange of the funding agreement contract liabilities. For purposes of this provision, the term "market value of the funding agreement contract liabilities" shall mean the amount mutually agreed to by Buyer and GALIC on the business ...
Interim Agreements. During the Interim Period, Seller and its Affiliates may enter into new Transferred Contracts that would constitute Material Contracts and Schedule 5.10(a) (Material Contracts) shall be deemed automatically supplemented to include such new Transferred Contracts if: (a) Buyers consent in writing thereto (which consent shall not be unreasonably withheld, conditioned, or delayed); provided, however, that in the event Seller has requested Buyers’ consent to enter into such Transferred Contract and Buyers have not responded to such request within three Business Days, Buyers shall be deemed to have consented to the entry into such Transferred Contract; or (b) such Transferred Contract is an agreement for the provision of commodities, goods, software, or services by any Third Party (other than an Affiliate) entered into in the Ordinary Course of Business that may be terminated by Buyers, without penalty or cost, on no more than 90 days prior written notice following the Closing.
Interim Agreements. Subject to Article III of the Amended and Restated Joint Venture Agreement, upon Closing, the Supplemental Agreement and Second Amendment to Joint Venture Agreement dated August 24, 2000 shall become null and void, and any and all rights and obligations of the parties thereunder shall also become null and void.
Interim Agreements. As of the Effective Date the agreements attached hereto as Exhibits and/or Schedules 2.6.1(a) through 2.6.1(f) 2.6.1(g) (the Interim Agreements) shall come into effect, and Infineon and Purchaser or TriQuint, as appropriate, shall deliver its signature on each of them. Here is an abstract of those agreements. The text of the Ancillary Agreements alone binds the parties with respect to the matters they describe. These abstracts are not contractual or binding, but are placed here for reference only.
(a) Interim Lease Agreements, in form attached as Exhibit 2.6.1(a), and covering generally Sellers’ commitment to provide Purchaser with continuing access to the space in which the Vanessa Transferred Business has been conducted during a transition period, and Purchaser’s commitment (confirmed by TriQuint) to pay for those services and that space.
(b) Interim Supply Agreement, in form attached as Exhibit 2.6.1(b), and covering generally Seller’s commitment to supply the chips and packaged products thereon listed to TriQuint or its affiliates at the prices therein stated for a transitional period and TriQuint’s commitment to pay or cause its Affiliate to pay for those parts at those prices, and TriQuint’s commitment to order not less than EUR [***] of Galliumarsenide Devices from Infineon for delivery in the [***] period beginning on the Effective Date and ending [***] later.
(c) IFX Systems House Agreement, in form attached as Exhibit 2.6.1(c), covering generally an agreement between TriQuint and Infineon’s Wireless Systems House division concerning collaboration on future reference designs incorporating Vanessa Parts.
(d) Administrative Agreements, in form attached as Exhibit 2.6.1(d), covering generally Sellers’ commitment to supply IT services after the Effective Date.
(e) Process Transfer Plan, in form attached as Schedule 2.6.1(e), covering generally the timing of the removal and delivery of process equipment being acquired, and the timing and amount of consulting assistance to be provided by Infineon to TriQuint to insure smooth transfer, installation, and qualification of the Infineon pHEMT process being acquired at TriQuint’s US site.
(f) HiRel Supply Agreement, in form attached as Exhibit 2.6.1(f), covering generally Infineon’s commitment to supply tested and certified high reliability parts to TriQuint and its Affiliates, and TriQuint’s commitment to pay or to cause its Affiliates to pay for those parts.
(g) Backend Process Agreement, in form attached a...
