Other Transaction Agreements. The Representative shall have received duly executed copies of the Other Transaction Agreements.
Other Transaction Agreements. Each of the Company and the Investor shall duly execute and deliver at the Closing the Investor Agreement and the Registration Rights Agreement.
Other Transaction Agreements. The Separation Agreement, the Financial Advisory Agreement and the Registration Rights Agreement shall have each been executed and delivered by the parties thereto (other than the Purchasers and TCR) and remain in full force and effect. The Company shall not have agreed to any amendment of, or waived any of its rights under, the Separation Agreement. 3.2
Other Transaction Agreements. Each of the Contribution Agreements, Contract Assignments and the other Transaction Agreements required to be executed and delivered pursuant to this Agreement at or prior to such Closing, shall have been executed and delivered by the parties thereto (other than the LATA Parties and their Affiliates), shall be in full force and effect (assuming the execution and delivery thereof by the LATA Parties and their Affiliates as may be party thereto) and shall not have been terminated for any reason. With respect to the Initial Closing, the consummation of the transactions contemplated by each of the foregoing other Transaction Agreements to be consummated at the Initial Closing shall have occurred simultaneously with the Initial Closing hereunder (including, without limitation, the transactions contemplated by the Common Investment Agreement, Contract Assignment and each of the applicable Contribution Agreements). With respect to each Subsequent Closing, the consummation of the transactions contemplated by each of the foregoing other Transaction Agreements to be consummated at such Subsequent Closing shall have occurred simultaneously with such Subsequent Closing hereunder (including, without limitation, the transactions contemplated by each of the applicable Contribution Agreements).
Other Transaction Agreements. Parent represents and warrants as of the date hereof that it has not entered into any Contract with the Company or its Subsidiaries necessary for the Closing relating to the Merger, other than the agreements listed in its letter to the Stockholder dated as of the date hereof. Parent agrees that it shall not enter into any amendment to the Merger Agreement that is materially adverse to the Stockholder, in each case, without first receiving prior written consent of the Stockholders holding a majority of the Common Stock subject to this Agreement and the Other Voting Agreements, on a combined basis. For purposes of this Section 3.5, any decrease in the per-share Merger Consideration (other reductions to the Contingent Payment Rights pursuant to the terms thereof) shall be deemed to be materially adverse to the Stockholder.
Other Transaction Agreements. Seller and its Subsidiaries shall have executed and delivered the IPMA, the Manufacturing Trademark License Agreement and Transition Services Agreement, as applicable, and such agreements shall be in full force and effect.
Other Transaction Agreements. Transferee must have executed and delivered the other Transaction Agreements to which it is a party and such other Transaction Agreements must be in full force and effect on the Closing Date.
Other Transaction Agreements. Notwithstanding anything to the contrary, nothing in this agreement shall modify or affect the rights, obligations, indemnities, and limitations of the parties under the other Transaction Agreements with respect to the matters addressed therein.
Other Transaction Agreements. Subject to the terms and conditions of this Agreement, at or prior to the Distribution Time, each of the Generico Parties and the Alpha Parties shall execute and deliver the Transaction Agreements not previously executed and delivered.
Other Transaction Agreements. (a) On the date hereof, each of Seller and Purchaser shall execute and deliver, or cause to be executed and delivered, the following agreements:
(i) the Employee Matters Agreement, a copy of which is attached as Exhibit B hereto (the “Employee Matters Agreement”);
(ii) the Master Transition Services Agreement, a copy of which is attached as Exhibit C hereto (together with any related service description attachments and other ancillary documents to be entered into pursuant thereto, as the context may require, the “Master Transition Services Agreement”);
(iii) the Intellectual Property Agreement, substantially in the form attached as Exhibit D-1 hereto (the “Intellectual Property Agreement”);
(iv) the Patent License Agreement, substantially in the form attached as Exhibit D-2 hereto (the “Patent License Agreement”); and
(v) the Collaboration Agreement, substantially in the form attached as Exhibit F hereto (the “Collaboration Agreement”).
(b) On the Initial Closing Date, each of Seller and Purchaser shall execute and deliver, or cause to be executed and delivered, the following agreements:
(i) a Master Real Estate License Agreement, substantially in the form attached as Exhibit E-1 hereto (the “Master Real Estate License Agreement”);
(ii) such Real Estate Subleases (each, a “Real Estate Sublease”), Real Estate Lease Assignments (each, a “Real Estate Lease Assignment”) and Real Estate Leases (each, a “Real Estate Lease”), substantially in the forms attached as Exhibits E-2, E-3 and E-4 hereto, respectively, as may be necessary to comply with Section 7.15 hereof;
(iii) a Bilateral Master Agreement for Subcontracting, substantially in the form attached as Exhibit G hereto (the “Bilateral Subcontracting Agreement”); and
(iv) a Non-Technical Services Agreement, substantially in the form attached as Exhibit H hereto (the “Services Agreement”).
(c) Subject to the terms and on the conditions hereof, each of Seller and Purchaser shall, and shall cause its Affiliates who are parties to any Transaction Agreements to, comply with the terms of the Transaction Agreements and perform, pay and satisfy all of their respective obligations and liabilities thereunder as and when due.
