Modified Agreements Sample Clauses

Modified Agreements. The Company shall use commercially reasonable efforts to modify each of the agreements listed on Schedule 7.2(g) hereto (the “Modified Agreements”) as reasonably directed by the Parent effective as of the Closing, so that the required modifications are in effect immediately following the Closing. The Company shall be responsible for making any payments required in connection with the Modified Agreements and shall indemnify, defend, protect and hold harmless Parent and the Company (as it exists after Closing) from all Losses arising from the same and shall reflect such payment or other Liability incurred by any Acquired Entity as of the Closing Date or anticipated to be incurred or payable after the Closing on the Statement of Expenses. In the event the Acquisition does not close for any reason, neither Parent nor Buyer shall have any Liability to any Acquired Entity, any Company Stockholder or any other Person for any costs, claims, Liabilities or damages resulting from the Company seeking to obtain such modifications.
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Modified Agreements. The Company shall use commercially reasonable efforts to modify each of the agreements listed on Schedule 8.2(j) hereto in the manner set forth on Schedule 8.2(j) in each case effective prior to or as of the Effective Time.
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Modified Agreements. 39 SECTION 6.4 Joint Remuneration Planning Committee............................................................ 39
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Modified Agreements. Promptly following the date hereof, Parent and the Company will negotiate in good faith and use their respective reasonable best efforts to modify the Colony Technology Sharing Agreement dated March 22, 2004 (the "CTSA")and to enter into a proposed OEM arrangement between Parent and the Company, which terms shall include a payment commitment by the Company of $500,000 (subject to the satisfaction by Parent of Parent's obligations under such agreements), in form and upon terms to be mutually agreed by the parties (the "MODIFIED AGREEMENTS"). In addition to the foregoing, Parent and the Company shall enter into all required modifications to the CTSA as required by the Loan Agreement.
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Modified Agreements. The Company shall use commercially reasonable efforts to modify each of the agreements listed on Schedule 6.2(m) hereto (the “Modified Agreements”) in the manner set forth on Schedule 6.2(m) hereto effective as of and contingent upon the Closing, so that the required modifications are in effect immediately following the Closing. In the event the Company is required to make any payments in connection with the modification of any Modified Agreements, such payments shall be the responsibility of the Company and shall be paid by the Company prior to the Closing or, in the discretion of the Company, included in Company Third-Party Expenses in the Closing Statement Certificate.
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Modified Agreements. The Company shall use commercially reasonable efforts to modify each of the agreements listed on Schedule 5.17 hereto in the manner set forth on Schedule 5.17 hereto effective as of the Closing, so that the required modifications are in effect immediately following the Closing.
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Related to Modified Agreements

  • Other Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by any of the other Ancillary 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.

  • Complete Agreement; Modifications This Agreement and any documents referred to herein or executed contemporaneously herewith constitute the parties’ entire agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. This Agreement may be amended, altered or modified only by a writing signed by the Company and the Holders of a majority of the Registrable Securities then outstanding.

  • Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative.

  • Letter Agreements; Schedules The General Partner may, or may cause the Partnership to, without the approval of any Limited Partner or other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms and conditions not inconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

  • 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.

  • Complete Agreement; Modification of Agreement This Agreement constitutes the complete agreement among the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and understandings relating to the subject matter hereof, and may not be modified, altered or amended except as set forth in Section 8.6.

  • Complete Agreement; Modification This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any previous oral or written communications, negotiations, representations, understandings, or agreements between them. Any modification of this Agreement shall be effective only if set forth in a written document signed by you and a duly authorized officer of the Company.

  • Related Agreements Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of the holders of a “majority” (as defined in the 0000 Xxx) of the Fund's outstanding Class C voting shares; (ii) such termination shall be on not more than sixty days’ written notice to any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

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