Revenue Sharing Agreements Sample Clauses

Revenue Sharing Agreements. The Revenue Sharing Agreements have each been duly executed and delivered by the Company and by each Subsidiary party thereto, and each is in full force and effect and has not been amended in any manner during the period from the date each was delivered to the Purchasers through the date hereof except as previously disclosed to the Purchasers in writing. The representations and warranties of the Company and of the Subsidiaries contained in each Revenue Sharing Agreement are true and correct in all material respects.
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Revenue Sharing Agreements. No agreement by which a Group Company participates in any revenue sharing arrangement with a third party (whether sharing revenues of the Group Company with a third party or the Group Company sharing of revenues of a third party) pursuant to an agreement made by any Shareholder and/or any of its Affiliates for or on behalf of, or as agent for, the Group Company shall continue after a date falling 18 months after the Effective Date unless it has been approved as a Shareholder Reserved Matter in accordance with the terms of this deed.
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Revenue Sharing Agreements. On the Closing Date, First Look and Blockbuster shall each execute and deliver each of the Video Revenue Sharing Agreements, which shall be effective for revenue earned on or after October 31, 2005, in accordance with the terms of each of the respective Video Revenue Sharing Agreements.
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Revenue Sharing Agreements. Xxxx and the other Investors agree and acknowledge that each of the Revenue Sharing Agreements, as such exist as of the date hereof, shall continue “as is” and be of full force and effect subsequent to the closing of the transactions contemplated by the Purchase Agreement and other Transaction Documents.
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Revenue Sharing Agreements. All revenue sharing agreements between CDS and SDRC shall have been terminated.
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Revenue Sharing Agreements. The Borrower has entered into -------------------------- revenue-sharing agreements (the "Revenue-Sharing Agreements") with various motion picture production companies, studios, or distribution Affiliates thereof, as previously described to the Banks. Any written information previously delivered E-108 by the Borrower to the Banks with respect thereto is accurate in all material respects. With respect to each such Revenue-Sharing Agreement, (i) it is valid, legally binding and enforceable against the Borrower and, to the Borrower's knowledge, each other party thereto, in accordance with its terms, (ii) neither the Borrower nor any of its Subsidiaries, nor, to the Borrower's knowledge, any other party to such Revenue-Sharing Agreement, is in material breach thereof or material default thereunder, (iii) there does not exist any event that, with the giving of notice or the lapse of time or both, would constitute a material breach of or a material default under such Revenue-Sharing Agreement, and (iv) neither the Borrower nor any of its Subsidiaries has received or given notice of any such breach, default or event. To the Borrower's knowledge, after due inquiry, except as otherwise specifically disclosed in any written information previously delivered by the Borrower to the Banks with respect to the Revenue-Sharing Agreements, each Revenue-Sharing Agreement contains terms that, taken as a whole, are not materially less favorable to the Borrower than the respective revenue-sharing agreements currently in effect between such motion picture productions companies, studios, or distribution Affiliates thereof, on the one hand, and either Blockbuster Inc. or Hollywood Entertainment Corp., on the other.
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Revenue Sharing Agreements. Neither the Seller nor the Company has directly or indirectly been a party to, participated in or facilitated any revenue sharing practice or agreement that did not comply in all material respects with Legal Requirements.
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Revenue Sharing Agreements. Promptly following the date hereof, and in any event prior to Closing, UCFC, BWC and the Company shall revise and formalize the existing Revenue Sharing Agreements (on an account-by-account basis with the current clients of the Company's Business Employees) to which such parties and their Controlled 49 Affiliates are a party, having a term of not less than three (3) years following the Closing and otherwise on terms reasonably satisfactory to Parent consistent with the current arrangements among such parties. None of the Company, Parent, UCFC and BWC shall take any action or omit to take any action that shall cause any such Revenue Sharing Agreement to be terminated at any time prior to three (3) years following Closing.
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Related to Revenue Sharing Agreements

  • Tax Sharing Agreements All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

  • Tax Sharing Agreement TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Tax Agreements The Company is not a party to or bound by any tax sharing agreement, tax indemnity obligation or similar agreement with respect to Taxes, including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Closing Agreements On the Closing Date, the following activities shall occur, the following agreements shall be executed and delivered, and the respective parties thereto shall have performed all acts that are required by the terms of such activities and agreements to have been performed simultaneously with the execution and delivery thereof as of the Closing Date:

  • Sole Tax Sharing Agreement Except for this Agreement, the Tax Receivable Agreements, the Letter Agreement, Section 11.04(e) of the LLC Agreement and Section 5.15 of the Contribution Agreement, any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, the Acquiror Group or the JV Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto. Following the Distribution, no member of the SpinCo Group, the Acquiror Group, the JV Group or the Parent Group shall have any further rights or liabilities thereunder, and, except for the Tax Receivable Agreements, the Letter Agreement, Section 11.04(e) of the LLC Agreement and Section 5.15 of the Contribution Agreement, this Agreement shall be the sole Tax sharing agreement between the members of the SpinCo Group, the Acquiror Group or the JV Group, on the one hand, and the members of the Parent Group, on the other hand.

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