Philadelphia Settlement Agreement Sample Clauses

Philadelphia Settlement Agreement. On and after Closing, Holdings shall fully cooperate, at the request of Argexxxxxxx Xxxurity from time to time, with Purchaser and Argexxxxxxx Xxxurity in respect of Argexxxxxxx Xxxurity's compliance after Closing with the Philadelphia Settlement Agreement.
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Philadelphia Settlement Agreement. Each of Purchaser and Argexxxxxxx Xxxurity, acknowledges that the operation of the US Business is, and following Closing will continue to be, subject to that certain Guilty Plea Agreement dated April 14, 2000 by and between Holdings and the United States Attorney for the Eastern District of Pennsylvania obligating Holdings and its Subsidiaries and Affiliates to, among other things, meet certain operational and reporting requirements with respect to the US Business (the "Philadelphia Settlement Agreement"). A true and complete copy of the Philadelphia Settlement Agreement and any amendments, supplements or other modifications thereto has been provided to Purchaser. Following Closing, each of Purchaser and Argexxxxxxx Xxxurity shall indemnify and hold AHL, Holdings and each of their directors, officers, employees, Subsidiaries and Affiliates harmless from any breach by or failure of Argexxxxxxx Xxxurity to comply, to the extent 56 62 compliance therewith is required following Closing, with the provisions of the Philadelphia Settlement Agreement as it applies to Argexxxxxxx Xxxurity following Closing.

Related to Philadelphia Settlement Agreement

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Settlement Agreement The Parties hereby affirm all other terms, provisions, and conditions of the Settlement Agreement. All references in the Settlement Agreement to the Settlement Agreement shall mean the Settlement Agreement as amended by all Amendments.

  • Xxxxxx Agreement Xxxx Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreement, written or oral, with respect thereto.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Second Amendment to Exhibit A to Services Agreement Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following:

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

  • PAYMENT AND SETTLEMENT You shall deliver to the Manager on the date and at the place and time specified in the applicable AAU (or on such later date and at such place and time as may be specified by the Manager in a subsequent Wire) the funds specified in the applicable AAU, payable to the order of Xxxxxxx Xxxxx Xxxxxx Inc., for (i) an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of the Firm Securities to be purchased by you, (ii) an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of such of the Firm Securities to be purchased by you as shall have been retained by or released to you for direct sale as contemplated by Section 3.6 hereof or (iii) the amount set forth or indicated in the applicable AAU, as the Manager shall advise. You shall make similar payment as the Manager may direct for Additional Securities, if any, to be purchased by you on the date specified by the Manager for such payment. The Manager will make payment to the Issuer or Seller against delivery to the Manager for your account of the Securities to be purchased by you, and the Manager will deliver to you the Securities paid for by you which shall have been retained by or released to you for direct sale. If the Manager determines that transactions in the Securities are to be settled through the facilities of DTC or other clearinghouse facility, payment for and delivery of Securities purchased by you shall be made through such facilities, if you are a member, or, if you are not a member, settlement shall be made through your ordinary correspondent who is a member.

  • Amendment to Exhibit A to Services Agreement Solely with respect to Accounts that are not investment companies registered under the 1940 Act, the section of Exhibit A to the Services Agreement entitled “Administration and Risk Management” shall be, and hereby is, deleted in its entirety and replaced with the following:

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