Side Letter Agreement. (a) Notwithstanding any provision of this Agreement, in the event of a conflict between any other Related Agreement (as defined in the Purchase Agreement) and the Side Letter Agreement dated August 21, 2015, between the Xxxx & Xxxxxxx Xxxxx Foundation (the “Foundation”) and the Company (as amended and/or restated from time to time, the “Gates Letter Agreement”), or any conflict between the Gates Letter Agreement and any other agreement or contract entered into by the Company and/or any other party hereto, the Gates Letter Agreement shall prevail as to the rights of the Foundation and the obligations of the Company with respect to the Foundation; provided, however, that the failure of the Gates Letter Agreement to address or provide for a matter that is addressed or provided for in this Agreement, any other Related Agreement, or any other agreement between the Company and/or any other party to here, on the one hand, and the Foundation, on the other hand, shall not be a conflict between such agreement and the Gates Letter Agreement and, as to such matter, such agreement (and not the Gates Letter Agreement) shall control.
Side Letter Agreement. Each of the members of the DSI Group shall have executed a Side Letter Agreement in the form attached hereto as Exhibit 5.18.
Side Letter Agreement. At the Closing, Buyer and the Company, shall execute and enter into a side letter agreement substantially in the form attached hereto as EXHIBIT A (the "Side Letter Agreement").
Side Letter Agreement. Prior to the Effective Date, Aelis and the Head Licensor shall enter into a side letter agreement, in the form of Exhibit A (“Side Letter”), which provides, in pertinent part, that the Head Licensor shall have no right to terminate the Head License or convert the license thereunder into a non-exclusive license as a result of any failure by Indivior or Aelis to obtain Regulatory Approval for, or Commercialize, the Licensed Product so long as Indivior is not in material breach of Section 7.2 hereof. Aelis shall deliver a duly executed copy of such Side Letter to Indivior on the Effective Date.
Side Letter Agreement. Sellers and Buyers agree and acknowledge that all Exhibits and Schedules referenced in this Agreement are attached to that certain Side Letter Disclosure Agreement dated as the date hereof (the “Side Letter Disclosure Agreement”), by and among the Parties hereto, and thus “attached hereto” with respect to Exhibits or Schedules shall be deemed to mean attached to that certain Side Letter Disclosure Agreement. From the date hereof until the Closing, the Sellers will disclose to the Buyers in writing any updates or variances from the facts set forth in the Side Letter Disclosure Agreement in connection with the representations and warranties contained in Article III promptly upon discovery thereof (collectively, the “Seller Updates”). Such Seller Updates delivered to Buyers shall not be deemed to modify the representations and warranties herein for purposes of determining whether or not the conditions to Closing set forth in Section 8.2 have been satisfied, nor shall such Seller Updates cure any breach of any representation or warranty which existed as of the Effective Date. However, such Seller Updates shall be deemed to modify the representations and warranties herein for all other purposes so long as such Seller Updates relate solely to events occurring after the Effective Date and were not caused by a breach or default by any Seller or the willful misconduct of Seller or any of its Affiliates or Representatives.
Side Letter Agreement. If, during the term of the collective bargaining agreement, the board of Education agrees to increase the base salary of the teachers’ salary schedule by more than two percent (2%), or the employee contribution percentage increases more than 5% effective July 1 2017, 6% effective July 1, 2018 and 6% effective July 1, 2019, OAPSE and the Board agree to reopen those components of the contract.
Side Letter Agreement. A side letter agreement to use commercially reasonable efforts to provide a perpetual, non-exclusive easement to allow Seller, its employees, agents, lessees, licensees, occupants, property users, invitees and successors, access, ingress and egress from the two (2) outparcel lots retained by Purchaser adjacent to the Property to the Property for the purpose of using not more than ten (10) parking spaces for the parking of vehicles and a perpetual non-exclusive easement to allow pedestrian access and passage upon, over, across and through the Property for any purposes related to the users and easements granted therein; and
Side Letter Agreement. Sellers and Buyers agree and acknowledge that all Exhibits and Schedules referenced in this Agreement are attached to that certain Side Letter Disclosure Agreement dated as the date hereof, by and among the Parties hereto, and thus “attached hereto” with respect to Exhibits or Schedules shall be deemed to mean attached to that certain Side Letter Disclosure Agreement. [The remainder of this page is intentionally left blank.]
Side Letter Agreement. Exhibit D to the Agreement shall be amended and restated in its entirety as set forth in Exhibit E to this Second Amendment (“Amended Side Letter Agreement”).
Side Letter Agreement. The Borrower shall have duly executed and delivered the Side Letter Agreement and shall have duly performed all of its obligations thereunder which are required to be performed by the Borrower on or prior to the Tranche-B Closing Date.
