Other Existing Agreements Sample Clauses

Other Existing Agreements. Except as specifically set forth in this Agreement, this Agreement shall supersede any right under any other agreement relating to terms of employment between the Company and the Executive existing as of the Agreement Date.
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Other Existing Agreements. Other than (i) that certain Employment Agreement dated June 8, 2011 between Executive and Fixed Income Discount Advisory Company and (ii) that certain Restricted Stock Award Agreement dated June 8, 2011 between Executive and Fixed Income Discount Advisory Company, which Executive has disclosed to the Employer, Executive represents to the Employer 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.
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Other Existing Agreements. Notwithstanding Section 3(e) or (f) above, (i) Mayo shall not be required to pay any O@sis Royalties, Non-O@sis Royalties or any other amounts whatsoever to IVI as a result of the letter agreement between Mayo and American Home Products Corporation dated April 3, 1996, and the Website License Agreement between Mayo and AHP dated January 1, 1997 (collectively, "AHP Agreements"); (ii) any amounts received by Mayo as a result of the Content License Agreement between Mayo and Disney Online dated August 22, 1997 shall be treated as Non-O@sis Royalties hereunder ("Disney Agreement"); (iii) the License Agreement dated April 24, 1991, as amended (the "1991 Agreement"), by and among Xxxxxxx Xxxxxx Company, Mayo and IVI shall remain in full force and effect in accordance with its terms; and (iv) as of the Agreement Date, Mayo shall assume all obligations to make any and all payments due or past due under that certain agreement dated December 2, 1996, by and among Mayo, IVI and Infomed Services Ltd.
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Other Existing Agreements. The Parties shall ensure that the following agreements stay in full force and effect without modification during the term of this Agreement unless they are terminated or modified pursuant to the terms and conditions thereunder: 5.5.1 the Intellectual Property License Agreement, dated November 28, 2013, by and between TPH and Fujitsu Limited; 5.5.2 the Secondment Agreement, dated as of January 31, 2014, by and between Fujitsu Limited and TPH-J; and 5.5.3 the Fujitsu intercompany license agreement and Fujitsu intercompany services agreement.
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Other Existing Agreements. Executive represents to the Employer 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.
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Other Existing Agreements. Except for those provisions which have been deleted or modified on the copies attached as Exhibits hereto or as provided herein, and except as otherwise specifically inconsistent with the provisions of this Agreement, the parties hereto reaffirm their agreement to and the effectiveness of the following agreements: A. The Letter Agreement dated as of September 5, 1995, which is attached hereto as EXHIBIT 2; B. The Employment Agreement dated as of April 1, 1996, which is attached hereto as EXHIBIT 3, (except for paragraph 13.4, which shall be replaced with the following language: "The Arbitrator's fees shall be borne by the Company. Notwithstanding the above, the Arbitrator shall have the discretion to require the losing party to reimburse the prevailing party for the Arbitrator's fees paid by the prevailing party");
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Other Existing Agreements. The Member Countries hereby undertake that they shall continue to respect their rights and obligations under any other similar to which they are also parties, on power interconnection and electric power trading existing prior to this Memorandum of Understanding.
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Other Existing Agreements. Other than that certain Employment Agreement dated June 8, 2011, between Executive and Fixed Income Discount Advisory Company, which Executive has disclosed to the Employer, Executive represents to the Employer 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.
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Other Existing Agreements. This Contract shall be in addition to and shall not affect the validity of any other contract now existing between the parties with regard to the City’s providing a police officer to School District while school is in session.
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Related to Other Existing Agreements

  • Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.

  • 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.

  • Ratification of Existing Agreements All existing Dual Enrollment agreements between the Trustees and the Private School are hereby modified to conform to the terms of this agreement and the appendices of this document.

  • Supersedes Other Agreements This Agreement supersedes all prior investment advisory, management, and/or administration agreements in effect between the Fund and the Adviser.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Agreements and Documents Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit K, executed by the Persons identified on Exhibit L and by any other Person who could reasonably be deemed to be an “affiliate” of the Company for purposes of the Securities Act; (b) the Escrow Agreement in a the form of Exhibit M; (c) the employment offer letters in substantially the form attached hereto as Exhibit N, executed by the individuals identified on Exhibit E; (d) Noncompetition Agreements in the form of Exhibit F, executed by the individuals identified on Exhibit E; (e) a Release in the form of Exhibit O, executed by the Persons identified on Exhibit P; (f) confidential invention and assignment agreements, attached hereto as Exhibit H, executed by all employees of the Company and by all consultants and independent contractors to the Company who have not already signed such agreements, including Xxxxxxx Xxxxx; (g) the statement referred to in Section 5.8(a), executed by the Company; (h) a legal opinion of Sheppard, Mullin, Xxxxxxx & Hampton LLP dated as of the Closing Date, in the form of Exhibit Q, which legal opinion shall be subject to customary qualifications; (i) a certificate executed by the Company and containing the representation and warranty of the Company that each of the conditions set forth in Sections 6.1, 6.2, 6.4 and 6.10 have been duly satisfied (the “Company Closing Certificate”); and (j) a certificate executed by the Secretary of the Company attaching and certifying the Company’s current Certificate of Incorporation, Bylaws and the resolutions of the Company’s board of directors and stockholders approving and adopting this Agreement, the Merger and the other transactions contemplated by this Agreement; (k) the Certificate of Merger, executed by the Company; (l) the Company Acknowledgments of Payment and Release; (m) a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two Business Days prior to Closing with respect to the Company; (n) a Certificate of Status of Foreign Corporation of the Company from the applicable Governmental Authority in each jurisdiction where it is required to be qualified to do business, all of which are dated within five (5) Business Days prior to the Closing; and (o) a spreadsheet (the “Closing Payment Schedule”), duly certified by an officer of the Company setting forth: (i) the Closing Date Stockholder Liability Amount; (ii) the name and address of each of the holders of the Company Capital Stock, Company Warrants and Company Options as of immediately prior to the Effective Time and the number of shares of Company Capital Stock, Company Warrants and Company Options of each class and series held by each such stockholder immediately prior to the Effective Time; (iii) the consideration that each such stockholder is entitled to receive pursuant to Sections 1.5(a), 1.6 and 1.7; and (iv) the amount to be contributed to the Escrow Fund by Parent on behalf of each Escrow Contributor pursuant to Section 1.10. (p) written resignations of all officers and directors of the Company, effective as of the Effective Time.

  • Amendments of Constitutive Documents Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws or other constitutive documents other than amendments that could not be reasonably expected to have a Material Adverse Effect.

  • Financing Agreements The School shall comply with Ch. 37D, HRS, relating to financing agreements. “Financing agreement” means any lease purchase agreement, installment sale agreement, loan agreement, line of credit or other agreement of the department or, with the approval of the director, and any agency, to finance the improvement, use or acquisition of real or personal property that is or will be owned or operated by one or more agencies of the State, the department or any agency, or to refinance previously executed financing agreements including certificates of participation relating thereto. The School shall not act as a guarantor of any such financing agreement.

  • Further Agreements of the Company The Company covenants and agrees with each Underwriter that:

  • 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.

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