Other Agreements Between the Parties. 7.1 At any time during the period commencing from the date hereof and ending at such time that all of the Exchange Securities and Underlying Shares may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Holder’s other available remedies, the Company shall pay to an Holder, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate principal amount of Exchange Notes of such Holder’s Exchange Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Holders to transfer the Underlying Shares pursuant to Rule 144. The payments to which an Holder shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Holder’s right to pursue actual damages for the Public Information Failure, and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.
Other Agreements Between the Parties. No agreements exist among any of the Parties other than the Med-Air Contracts, except as set forth on Schedule 5.9 of the Disclosure Schedules.
Other Agreements Between the Parties. There exists between the parties: -------------------------------------- a Pension Contract dated December 18, 1986 (the "Pension Contract"); an Indemnity Agreement dated December 18, 1986 (the "Indemnity Agreement"); and an Employment Agreement dated as of January 1, 1992 (the "Employment Agreement"). Except as specifically identified in this Agreement, nothing in this Agreement supercedes or amends the Pension Contract, the Indemnity Agreement, or the Employment Agreement. There also exists a letter from Xx. Xxxxxx Xxxxxxx to Xx. Xxxxxxxx dated April 18, 1999 (the "Letter"). The parties agree that upon the execution of this Agreement, the Letter shall become null and void. The parties further agree that, except as to stock option grants previously made by Compaq to Xx. Xxxxxxxx, that the Pension Contract, the Employment Agreement, and this Agreement shall constitute the entire agreements between the parties and control all rights and obligations between the parties.
Other Agreements Between the Parties. AND THE COMPANY AND OTHER OBLIGATIONS OF SHINKO ELECTRIC
(a) Notwithstanding anything to the contrary, if after the Commencement Date, any materials, equipment or service which can be supplied by Shinko Electric or Asyst Japan are necessary for the Company to carry on the Business and that Party considers that such materials, equipment or service are necessary or desirable to the Business, then such Party shall negotiate with the other Party regarding the supply of such materials, equipment or service in advance and offer to enter into an agreement with the Company pursuant to the terms agreed on, in accordance with the said negotiations. The terms of the agreement which the Parties offer to the Company pursuant to their agreement shall be terms which such offering Party offers to third parties at that time based on arms-length negotiations between independent parties, and which are, among others, most favourable to such third party. Despite anything to the contrary, if the Company considers that entering into an agreement pursuant to this CLAUSE 8.4
(a) is inappropriate or economically unreasonable in relation to the continuation of the Business, the Company may decide whether or not to enter into such agreement at its sole discretion.
(b) Shinko Electric and the Company shall mutually consign and accept development services, etc. regarding the business which each of them carries on itself, pursuant to the basic agreement regarding mutual consignment of development services, etc. and the mutual consignment agreement regarding develop of software to be separately entered into between Shinko Electric and the Company.
(c) Shinko Electric shall grant to the Company the right to implement or use any Intellectual Property which was used by the Business as of the date of this Agreement and as of the Corporate Separation Date which is not to be otherwise transferred to the Company, and which the Parties agree is necessary or desirable for the continued operation of the Business, on a royalty free basis, pursuant to the license agreement regarding mutual implementation of Intellectual Property to be separately entered into between the Company and Shinko Electric (the "LICENSE AGREEMENT REGARDING MUTUAL IMPLEMENTATION OF INTELLECTUAL PROPERTY"). The Company shall grant to Shinko Electric the right to implement or use any Intellectual Property owned by the Company on a royalty free basis pursuant to the License Agreement regarding Mutual Implementation of Intellectu...
Other Agreements Between the Parties. Consultant acknowledges and agrees that nothing in this Agreement shall be deemed to reduce in any way the obligations the Consultant has under the Agreement and General Release between the Company and the Consultant dated January 28, 2000, the option Award Agreement dated January 28, 2000, the Non-Competition and Non-Solicitation Agreement (which Consultant acknowledges remains in effect
Other Agreements Between the Parties. This Agreement shall be placed in Corporation’s central database, which contains any other agreements that may exist between the parties relating to other subject matters.
Other Agreements Between the Parties. (a) EGT Slot Hall shall have separate meters for recording the usage of all utilities (including, but not limited to, electricity, water and gas). All utilities charges shall be first settled by the Venue Owner and be shared by EGT and the Venue Owner on a monthly basis according to the Cost Sharing Ratio.
(b) the representatives of the Parties shall hold meeting at least once on every half year for discussion and, if applicable, determination of all major issues relating to the slot business operation at the EGT Slot Hall.
(c) Notwithstanding anything to the contrary contained herein, it is agreed that EGT shall be allowed to name and brand the EGT Slot Hall Area under its brand name “Dreamworld” and/or “Dreamworld Club” (collectively “Dreamworld Brand”) provided that all Intellectual Property Rights related to Dreamworld Brand shall at all times belong to and owned by EGT and/or EGT group companies and upon any termination or expiration of this Agreement, the Venue Owner must cease to promote or otherwise use the Dreamworld Brand in relation to its Casino and/or Hotel.
Other Agreements Between the Parties. It is currently contemplated that prior to the Maturity Date, the Company may enter into a senior secured financing with the Laurus Funds or another senior lender. In the event of such a financing, the Holder shall, at its option, have the Notes exchanged for convertible notes (the "Convertible Notes") with the material terms set forth below. The Convertible Notes shall have a term of three years and shall be convertible into Common Stock at $0.68 per share. The Convertible Notes shall be interest only (at the same coupon as the Notes) for the first six months and shall amortize at 1/30th per month thereafter. The Convertible Notes shall be secured by a second lien on all of the Company's assets (and guarantee of the Subsidiaries, subordinated in right of payment to senior lender) and shall be pre-payable, in cash, at 115% of the principal amount thereof. The Convertible Notes shall be issued with five year warrants (the "Warrants") to purchase 50% of the Convertible Notes on an as converted basis at $16.67 per share. The Convertible Notes and Warrants shall be subject to customary registration rights (30 days to file/90 days to be effective, subject to additional time based on the Commission's comments). The Company shall reimburse the Investor for legal and other expenses in connection with the Convertible Notes.
Other Agreements Between the Parties. 12.1 Should the need arise, the Parties intend to enter into additional written agreements between them. The parties are particularly aware that for specific joint projects of a more binding nature, use of a Party as a consultant, using a Party’s staff, and in similar situations, a separate agreement is needed to cover such an extension of the cooperation.
12.2 Appendix 1 to the Agreement is an overview of a number of specific points of attention that the Parties should observe in connection with specific binding projects that arise from the Parties' cooperation.
Other Agreements Between the Parties. Effective as of the Effective Date, each Party hereby agrees that each of the Terminated Agreements shall be terminated and be of no further force or effect. Notwithstanding anything to the contrary contained in the Terminated Agreements or any other agreement, instrument, or communication between the Parties, each Party hereby acknowledges and agrees that there has been and there is no outstanding and unpaid amount due by such Party to the other Party (or any of its Affiliates) in relation to or arising out of any of the Termianted Agreements. Confidential 18 A&R Sales Dealer Agreement (Vivint Solar Developer, LLC – Vivint, Inc.)
