Payment of Certain Liabilities. (a) From time to time employees of Xxxxxxxx or Mascoma, or their respective Affiliates, may provide services to the Company (with respect to such services, the “Service Provider”) pursuant to and in accordance with the terms of a written agreement with the Company approved by the Board by a Required Vote (each, a “Service Agreement”). The value (as determined in accordance with the provisions of the applicable Service Agreement) of such services shall constitute a liability of the Company (a “Service Liability”) payable on the date set forth in such Service Agreement (the “Stated Payment Date”); provided, however, (i) that the Board, acting pursuant to a Required Vote, shall have the right, but not the obligation, to pay all or any portion of any Service Liability accrued prior to a Stated Payment Date at any time the Company has “Excess Cash” (as hereinafter defined), and (ii) notwithstanding anything to the contrary in any Service Agreement, all then outstanding Service Liabilities shall be immediately due and payable upon the occurrence of a “Trigger Date” (as hereinafter defined).
(b) As used in this Section 2.6 the words and phrases that follow shall have the respective meanings that follow:
Payment of Certain Liabilities. During the Pre-Closing Period, the Company shall (A) extinguish all outstanding indebtedness of the Acquired Companies prior to the Closing, (B) cause all associated liens to be removed prior to the Closing, and (C) pay, or reserve on the Closing Balance Sheet, all of the Expenses incurred by the Acquired Companies in connection with the transactions contemplated by this Agreement.
Payment of Certain Liabilities. As of the Effective Time, Parent shall cause all liabilities and obligations of Parent and of Acquisition Sub (including inter-company loans between Parent and any of its subsidiaries, legal, accounting and financial advisor fees), other than the Convertible Debentures, to be satisfied in full.
Payment of Certain Liabilities. Parent shall cause the Surviving Corporation to pay all of the Liabilities listed on the attached Exhibit C no later than 30 days after Closing.
Payment of Certain Liabilities. 63 ARTICLE VI CONDITIONS.............................................. 63 6.1 Conditions Precedent to Obligations of the Buyer.................................................... 63 6.2 Conditions Precedent to Obligations of CCI and the Sellers.......................................... 65 ARTICLE VII SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION................... 66
Payment of Certain Liabilities. In the event that the Consideration shall be adjusted pursuant to Section 1.4(e) due to Liabilities in the form of accrued and unpaid dividends or interest, any obligation to pay the sum of such accrued and unpaid dividends or accrued interest, as the case may be, shall be assumed by the Surviving Corporation.
Payment of Certain Liabilities. Prior to the Closing: (a) Sellers shall, and shall cause each of their respective Affiliates to, satisfy in full all outstanding amounts, if any, owing to each Acquired Company; and (b) Sellers shall cause each Acquired Company to satisfy in full all outstanding amounts, if any, owing to Sellers or any of their respective Affiliates (other than accrued salary and business expenses incurred in the Ordinary Course of Business).
Payment of Certain Liabilities. Seller and/or its affiliates shall (i) make all payments necessary to satisfy any amounts due and payable on the equipment leases and any other Liabilities of the Seller or its affiliates relating to the Acquired Assets set forth on Section 3(e) of the Disclosure Schedule, and (ii) satisfy in full all obligations included in Section 3(e) of the Disclosure Schedule within sixty (60) days of the Closing Date. In the event the Seller and/or its affiliates do not fully perform their obligations under this Section 8(l) within sixty (60) days of the Closing Date, the Buyer shall have no obligation to deliver to the Seller the Final Disbursement and the Escrow Shares under this Agreement, and shall have any other right or remedy available to the Buyer at law or in equity; provided, however, that, in addition to the foregoing, if the Seller does not perform its obligations under this Section 8(l) and the Buyer, therefore, has to assume the amounts and Liabilities set forth on Section 3(e) of the Disclosure Schedule, then, as liquidated damages for its failure to perform its obligations under this Section 8(l), the Seller shall deliver to the Buyer, within two (2) business days from the completion of the sixty (60) day period referred to above, a number of Lock-Up Shares so that the total of the Escrow Shares, the Final Disbursement and such number of Lock-Up Shares shall be, if multiplied by the Closing Price, equal to two (2) times the total amount of all amounts due and payable on the equipment leases and any other Liabilities of the Seller or its affiliates relating to the Acquired Assets set forth on Section 3(e) of the Disclosure Schedule.
Payment of Certain Liabilities. At the closing of the Transaction, the Company hereby agrees to pay to IMS an amount equal to (a) $2,000,000 plus (b) the present value as of such time of $7,000,000 (discounted from January 1, 2005 at an assumed discount rate of 6.5%) in full satisfaction of all liabilities under Section 2.1(j) (Certain Contingencies) of the Distribution Agreement. Except as amended and modified by this letter agreement, the provisions of the Distribution Agreement, the Pharbase Cross License and the Xponent Cross License shall remain in full force and effect. Very truly yours, SYNAVANT INC. By: /s/ Xxxxx X. Xxxxxx ________________________________ Name: Title: Acknowledged and agreed as of the date first written above: IMS HEALTH INCORPORATED By: /s/ Xxxxxx X. Xxxxxxxxx _____________________________ Name: Title: CEGEDIM S.A. By: /s/ Xxxxxx Xxxxxxxx _____________________________ Name: Title: April 10, 2003 Re: Letter Agreement (the "Letter Agreement"), dated March 13, 2003 among IMS Health Incorporated ("IMS"), CEGEDIM S.A. ("CEGEDIM") and SYNAVANT Inc. (the "Company") Ladies and Gentlemen: This is to confirm that the Letter Agreement is amended as follows:
(a) to provide that the term "Transaction" (as defined in the Letter Agreement) shall include the acquisition, directly or indirectly (including by way of merger), by CEGEDIM or one or more of its affiliates, of all or substantially all of the capital stock of the Company; and
(b) if the Transaction is not consummated by July 31, 2003, then, in addition to the option contained in Section 4 of the Letter Agreement (which is not intended to be amended or modified by this letter), the Company grants to IMS the option to extend the Pharbase Cross License until August 31, 2004 on the same terms and conditions as currently provided for Pharbase.
Payment of Certain Liabilities. Notwithstanding anything to the contrary contained herein, Buyer shall cause the Company to timely pay, perform or otherwise satisfy the liabilities reflected on the Closing Date Balance Sheet, including the compensation and other benefits set forth on Schedule 5.2 of the Seller Disclosure Schedule.
