Legacy Agreements Sample Clauses

Legacy Agreements. Operator may in the future acquire from a Third Party additional easements, leases or other agreements burdening and/or covering the Lands between Company (or its applicable Affiliate) and such Third Party, subject in each case to Section 2.1(c) and 2.1(e) (all such agreements, collectively, the “Legacy Agreements”). The Parties agree (a) that the Legacy Agreements as of the Effective Date are as set forth on Exhibit D hereto and (b) that either Party may update Exhibit D from time-to-time without the requirement of a formal amendment pursuant to Section 8.3 in order to reflect any additional Legacy Agreements acquired by Operator following the Effective Date. Notwithstanding anything to the contrary in this Agreement, no provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of the Legacy Agreements. In the event of any inconsistency between this Agreement and any Legacy Agreement, or with respect to any matter that is addressed in this Agreement and any Legacy Agreement, the terms, provisions and intent of the applicable Legacy Agreement shall govern and control. Notwithstanding anything to the contrary set forth in Section 2.4(b), in no event shall Operator be required to pay a Fee or any other fee under this Agreement for any Barrel of Fresh Water that is transported by Operator onto or off of the Lands pursuant to a Legacy Agreement acquired by Operator from a Third Party except for the fee(s) provided by such Legacy Agreement.
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Legacy Agreements. The Company (or its applicable subsidiary) and Operator are parties to certain existing easements, leases and other agreements as of the Effective Date, and Operator may in the future acquire from a third party easements, leases or other agreements between the Company (or its applicable subsidiary) and such third party following the Effective Date (all such agreements, collectively, the “Legacy Agreements”). The Parties agree (i) that the Legacy Agreements as of the Effective Date are as set forth on Exhibit E hereto and (ii) that either Party may update Exhibit E from time-to-time without the requirement of a formal amendment pursuant to Section 8.3 in order to reflect any additional Legacy Agreements acquired by Operator following the Effective Date. Notwithstanding anything to the contrary set forth in Section 2.3(b), in no event shall Operator be required to pay a Fee or any other fee under this Agreement for any Barrel of Produced Water that is transported by Operator onto or off of the North Ranch pursuant to a Legacy Agreement, except to the extent that any such Produced Water is received by Operator into any of its Facilities on the North Ranch that were constructed under this Agreement pursuant to a Lease.
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Legacy Agreements. Company (or its applicable predecessor) and Operator are parties to certain existing easements, leases and other agreements burdening and/or covering the Lands as of the Effective Date, and, following the Effective Date, Operator may in the future acquire from a Third Party additional easements, leases or other agreements burdening and/or covering the Lands between Company (or its applicable Affiliate) and such Third Party, subject in each case to Sections 2.1(d) and 2.1(f) (all such agreements, collectively, the “Legacy Agreements”). The Parties agree (a) that the Legacy Agreements as of the Effective Date are as set forth on Exhibit E hereto and (b) that either Party may update Exhibit E from time-to-time without the requirement of a formal amendment pursuant to Section 8.3 in order to reflect any additional Legacy Agreements acquired by Operator following the Effective Date. Notwithstanding anything to the contrary set forth in this Agreement, no provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of the Legacy Agreements. In the event of any inconsistency between this Agreement and any Legacy Agreement, or with respect to any matter that is addressed in this Agreement and any Legacy Agreement, the terms, provisions and intent of the applicable Legacy Agreement shall govern and control. Notwithstanding anything to the contrary set forth in Section 2.4(b), in no event shall Operator be required to pay a Fee or any other fee under this Agreement for any Barrel of Produced Water that is transported by Operator onto or off of the Lands pursuant to a Legacy Agreement, except to the extent that any such Produced Water is received by Operator into the Initial Facilities or any other Facilities on the Lands that were constructed under this Agreement pursuant to an Easement or Lease.
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Legacy Agreements. Prior to or at Closing, Seller shall cause that certain Environmental Indemnification Agreement, dated as of November 15, 2004, by and on behalf of the Company, Xxxxx Hardwood Flooring, LLC and Port Xxxxxx Veneer, LLC (formerly Engineering Wood Products, LLC), to be assigned to Seller or a Retained Subsidiary as designated by Seller, pursuant to which Seller shall assume and retain any and all liabilities and obligations arising under and relating to such agreement, and all subsequent amendments and modifications thereto. Seller hereby agrees to indemnify and hold harmless Buyer, the Company and the Company Subsidiaries from and against any and all liabilities, losses or damages in respect of such Indemnification Agreement.
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Legacy Agreements. For the avoidance of doubt, that certain Co-Marketing Agreement between Cingular Wireless and Loews Cineplex Theatres, Inc., dated as of December , 2004, and any other agreement in effect as of the date hereof pursuant to which services which fall within the definition of Advertising Services are provided to Loews Theatres and which are expected to result in the generation of revenue payable to AMC or its Affiliates on or after the date hereof (but excluding the agreement with a third party cinema advertising provider that contains the Run-Out Obligations, the Beverage Agreement and agreements between AMC, its Affiliates and any third-party theatres regarding the exhibition of content, advertisements or promotions in such third-party theatres) is a Legacy Agreement as defined in the AMC ESA. Such Legacy Agreements shall be assigned to NCM LLC pursuant to Section 4.06(b) of the AMC ESA.
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Legacy Agreements. If Client directly or indirectly acquires control (in whatever manner) of another Person having an agreement (the “Legacy Agreement”) with Vendor for services similar to those provided to Client hereunder, Client shall have the following options: 16.7.1 Client may, without affecting this Agreement, keep the Legacy Agreement in effect (including all pricing, terms and conditions) for the term or any renewal term thereof and extend such agreement only to the item processing volumes to which it had applied immediately before the acquisition, and no termination or similar fees shall be required other than normal fees for conversion to Client connected with the acquisition in accordance with the rates provided under this Agreement; 16.7.2 Client may terminate the Legacy Agreement in its entirety and allow the acquired Person to receive services from Client or other vendors, without penalty or fee, except such buy out or termination charges as may be required under the terms of the Legacy Agreement or as otherwise may be negotiated between the parties; 16.7.3 Client may terminate the Legacy Agreement in its entirety and allow the acquired Person to receive the Services under the pricing, term, terms and conditions of this Agreement without penalty, buy-out or termination fee, but if the remaining term of the Legacy Agreement when acquired is more than 12 months, Client agrees to compensate Vendor over the remaining term of this Agreement for (a) any unamortized startup, conversion or similar expenses Vendor can demonstrate it reasonably incurred in connection with the Legacy Agreement and that were not recovered under such Legacy Agreement, and (b) the fees for services under this Agreement, but also including the volumes under such Legacy Agreement, are subject to reduction for processing volume increases as provided in Section 16.6.1; 16.7.4 If the Legacy Agreement provides a volume increase in item processing services when the Legacy Agreement is acquired by Client, of greater than 15% of Client’s then current processing volumes, Client may require Vendor to enter into negotiations for a new agreement which will entirely replace this Agreement and the Legacy Agreement, at such prices and on such terms and conditions as Client and Vendor may reasonably agree, in such case this Agreement and the Legacy Agreement shall terminate without penalty buy-out or termination fee and be replaced by such new agreement. The foregoing options may be exercised by Client upon...
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Related to Legacy Agreements

  • 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.

  • 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.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Support Agreements (a) At any meeting of the shareholders of Parent, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6, 2021, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

  • Intercompany Agreements (a) Except as set forth in Section 6.07(b), in furtherance of the releases and other provisions of Section 8.01, Newmark and each member of the Newmark Group, on the one hand, and BGC Partners and each member of the BGC Partners Group, on the other hand, hereby terminate any and all Contracts, arrangements, commitments or understandings, whether or not in writing, between or among Newmark and/or any member of the Newmark Group, on the one hand, and BGC Partners and/or any member of the BGC Partners Group, on the other hand, effective as of immediately prior to the Distribution Effective Time. No such terminated Contract, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Distribution Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 6.07(a) shall not apply to any of the following Contracts, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Distribution Effective Time); (ii) any Contracts, arrangements, commitments or understandings listed or described on Schedule 6.07(b)(ii); and (iii) any Contracts, arrangements, commitments or understandings to which any Person other than a member of the BGC Partners Group or the Newmark Group is a party thereto. (c) All of the intercompany accounts payable or accounts receivable between any member of the BGC Partners Group, on the one hand, and any member of the Newmark Group, on the other hand, accrued as of the IPO Closing Date that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices shall, as promptly as practicable after the IPO Closing Date (and in any event within ninety (90) days thereafter), be net settled in cash by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by BGC Partners in its sole and absolute discretion.

  • Separate Agreements All uses of an E-System shall be governed by and subject to, in addition to Section 9.2 and this Section 9.3, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy as may be updated from time to time, including on such E-System) and related Contractual Obligations executed by Agent and Credit Parties in connection with the use of such E-System.

  • Lockup Agreements (a) Each Holder owning Registrable Securities representing beneficial ownership of 1% or more of the outstanding Common Stock hereby agrees that, in connection with an Underwritten Offering, except for sales in such Underwritten Offering: (i) it shall not effect any public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions) of Common Stock (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effect. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it shall agree to include provisions in the relevant underwriting or other similar agreement giving effect to the restrictions described in clause (i) above, in form and substance reasonably acceptable to such Underwriters.

  • Tax Sharing Agreements All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

  • SPECIAL AGREEMENTS The following special arrangements have been made: City, Date City, Date Seller's signature Buyer's signature

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