NATURE OF THIS LETTER AGREEMENT Sample Clauses

NATURE OF THIS LETTER AGREEMENT. This letter agreement constitutes a binding agreement between and among the parties hereto. However, if the transaction contemplated herein is not completed in accordance with the terms contained herein, Section 15 hereof shall remain in full force and effect after such termination. If the foregoing correctly sets forth our understanding, please sign and date the enclosed copy of this letter and return it to the undersigned. Very truly yours, i-View Software, Inc. 000 X. Xxxx Xxxxxx Xxxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000 By: /s/ XXXXX XXXX -------------------------- Xxxxx Xxxx, President Each of the undersigned has accepted the terms set forth in this letter as of the date indicated. /s/ XXXXXXXXX XXXXXXX October 30, 1996 --------------------------------- Xxxxxxxxx Xxxxxxx, in her individual capacity and as Personal Representative of the Estate of Xxxxxxx X. Xxxxxxx /s/ XXXXXX XXXX October 31, 1996 --------------------------------- Xxxxxx Xxxx /s/ XXXX XXXXXX October 30, 1996 --------------------------------- Xxxx Xxxxxx /s/ XXXXXX XXXXX October 31, 1996 --------------------------------- Xxxxxx Xxxxx /s/ XXXXX XXXXXXX October 31, 1996 --------------------------------- Xxxxx Xxxxxxx /s/ XXXXXXXXXXX XXXXXX October 31, 1996 --------------------------------- Xxxxxxxxxxx Xxxxxx /s/ XXXXX XXXXX October 31, 1996 --------------------------------- Xxxxx Xxxxx The undersigned, an authorized representative of the Escrow Agent, hereby accepts, on behalf of the Escrow Agent, the terms and conditions set forth in Sections 3 and 4 hereof. XXXXX, XXXXXXX, XXXXXXX, XXXXXXXXX & XXXXXXX, P.A. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxx, Xxxxxxx 00000 By: /s/ XXXXXX X. XXXXXXX --------------------------- Xxxxxx X. Xxxxxxx, in his capacity as authorized representative of the firm and not in his individual capacity EXHIBIT "A" NAME OF STOCKHOLDER NO. OF SHARES ------------------- ------------- Estate of Xxxxxxx X. Xxxxxxx 3,852,679 Xxxxxxxxx Xxxxxxx 250,324 Xxxxxx Xxxx 1,100,000 Xxxx Xxxxxx 666,667 Xxxxxx Xxxxx 785,233 Xxxxx Xxxxxxx 882,000 Xxxxxxxxxxx Xxxxxx 400,300 Xxxxx Xxxxx 100,000 --------- 8,037,203 EXHIBIT "B" MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") dated October __, 1996 is between Galacticomm, Inc., a Florida corporation ("Galacticomm"), and i-View Software, Inc., a Florida corporation ("i-View").
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Related to NATURE OF THIS LETTER AGREEMENT

  • Continuing Nature of this Agreement This Agreement, including the subordination provisions hereof, will be reinstated if at any time any payment or distribution in respect of any of the Parity Lien Obligations is rescinded or must otherwise be returned in an Insolvency or Liquidation Proceeding or otherwise by any holder of Parity Lien Obligations or Parity Lien Representative or any representative of any such party (whether by demand, settlement, litigation or otherwise). In the event that all or any part of a payment or distribution made with respect to the Parity Lien Obligations is recovered from any holder of Parity Lien Obligations or any Parity Lien Representative in an Insolvency or Liquidation Proceeding or otherwise, such payment or distribution received by any holder of Junior Lien Obligations or Junior Lien Representative with respect to the Junior Lien Obligations from the proceeds of any Collateral at any time after the date of the payment or distribution that is so recovered, whether pursuant to a right of subrogation or otherwise, that Junior Lien Representative or that holder of a Junior Lien Obligation, as the case may be, will forthwith deliver the same to the Collateral Trustee, for the account of the holders of the Parity Lien Obligations and other Obligations secured by a Permitted Prior Lien, to be applied in accordance with Section 3.4. Until so delivered, such proceeds will be held by that Junior Lien Representative or that holder of a Junior Lien Obligation, as the case may be, for the benefit of the holders of the Parity Lien Obligations and other Obligations secured by a Permitted Prior Lien.

  • Terms of this Agreement The Parties acknowledge that this Agreement and all of the respective terms of this Agreement shall be treated as Confidential Information of both Parties.

  • Amendment of this Agreement No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved in a manner consistent with the 1940 Act and rules and regulations thereunder and any applicable SEC exemptive order therefrom.

  • Scope of this Agreement This Agreement shall apply both to the option and to the Option Shares acquired upon the exercise of the option.

  • Modification of this Agreement No amendment, modification, alteration or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom enforcement of such amendment is sought, and no waiver of any provision of this Agreement by any party hereto, and no consent to any departure therefrom by any party hereto, shall be effective unless it is in writing and signed by the party against whom enforcement of such waiver or consent is sought, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

  • Duration of this Agreement The Term of this Agreement shall be as specified in Schedule A hereto.

  • Assignment of this Agreement This letter agreement is personal to you and shall not be assignable by you without the prior written consent of Xxxxx & XxXxxxxx Companies. This letter agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. Xxxxx & XxXxxxxx Companies may assign this letter agreement, without your consent, to any member of the Affiliated Group or to any other respective successor (whether directly or indirectly, by agreement, purchase, merger, consolidation, operation of law or otherwise) to all, substantially all or a substantial portion of the business and/or assets of the Company, as applicable. If and to the extent that this letter agreement is so assigned, references to the “Company” throughout this letter agreement shall mean the Company as hereinbefore defined and any successor to, or assignee of, its business and/or assets.

  • Execution of this Agreement This Agreement may be executed in multiple counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.

  • Construction of this Agreement No failure of Landlord to exercise any power given Landlord hereunder, or to insist upon strict compliance by Tenant of his obligations hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of Landlord’s right to demand exact compliance with the terms hereof. Time is of the essence of this Lease.

  • Termination of this Agreement (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the discretion of the Representative, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Representative, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company’s Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE American, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States any declaration by the United States of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or other international political, financial or economic conditions or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, or (vii) in the judgment of the Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination.

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