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.
(b) In the event of an occurrence of an Event of Non-Compliance (as defined in the Gates Letter Agreement), and a failure by the Company to cure such Event of Non-Compliance within the applicable time period set out in the Gates Letter Agreement, the Foundation may Transfer the Shares (including any Registrable Securities held by the Foundation) it now owns or hereafter acquires in accordance with the procedures and requirements set forth in the Gates Letter Agreement and without otherwise complying with Section 2.1(a) of this Agreement; provided that any such transferee of Shares will agree in writing to be subject to the terms of this Agreement to the same extent as if it were an original Holder (other than the Foundation) hereunder of this Agreement, it being expressly acknowledged and agreed that such transferee will not have the benefits of the Gates Letter Agreement for any purpose.
(c) The Company will not take any action or enter into or amend any agreement or arrangement that prohibits, impedes, restricts or otherwise limits the Company from honoring the rights of the Foundation under the Gates Letter Agreement or that impedes, restricts or otherwise limits the Company’s ability to perform its obligations under the Gates Letter Agreement.
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. 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. 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, 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.
Side Letter Agreement. The Purchaser shall have delivered to the Seller a copy of the Side Letter Agreement, the form of which is attached hereto as Exhibit T, executed by certain of the Purchaser's shareholders.
Side Letter Agreement. (a) The word "and" that appears as the last word of Section 2.4(f) is hereby deleted, Section 2.4(g) is hereby amended to be Section 2.4(h), and the following is hereby inserted before Section 2.4(h):
Side Letter Agreement. The parties shall enter into the agreement contemplated in the side letter attached hereto as Exhibit 2 concurrently with entering into this First Amendment. In such side letter, Histogenics agrees to the retroactive annual increases requested by Purpose for the preventive maintenance service fees for each TEP for the years 2012 to 2015, which will increase the preventive maintenance service fee for each TEP to **** in 2016.”
Side Letter Agreement. If the Southeast Local School Board of Education (Board) agrees to increase the base salary for members of the Southeast Local District Teacher’s Association (SELDTA) bargaining unit by more than two percent (2%) in any year of the tentatively agreed successor contract, to be effective from July 1, 2020 to June 30, 2023, as approved by representatives of the bargaining teams for Southeast School Support Personnel Association (SSSPA) and the Board on August 13, 2020, the base salary for members of the SSSPA bargaining unit will be adjusted to match the base salary increase(s) provided to members of the SELDTA bargaining unit
