The Restatement of the Relationship Sample Clauses

The Restatement of the Relationship. At the Closing (as defined below) ----------------------------------- and subject to and upon the terms and conditions of this Agreement, the following shall occur: (a) XxxxXxxxxx.xxx shall pay and deliver to Bank One NA by wire transfer of immediately available funds to an account designated by Bank One the aggregate amounts of $30,874,889, on account of the agreements set forth in Section 4 below, and $2,000,000, on account of the sale of the Interest in CD1 to XxxxXxxxxx.xxx pursuant to Section 1(b) below. (b) Bank One NA (and, to the extent applicable, Bank One and any of its affiliates) shall transfer to XxxxXxxxxx.xxx all of its right, title, duties and interest in and to its Interest in CD1. (c) XxxxXxxxxx.xxx and Bank One NA shall execute and deliver the Amended and Restated Operating Agreement. (d) Bank One shall execute and deliver the Fourth Amended and Restated Investor Rights Agreement ("Rights Agreement") dated October 27, 1999, between XxxxXxxxxx.xxx and certain of its stockholders. (e) The representatives of Bank One on the Board of Directors of CD1 shall submit their resignations from the Board of Directors of CD1 effective as of the Closing. (f) The parties hereto agree that the Amended and Restated Operating Agreement shall be executed and deemed effective immediately prior to those other actions taken at the Closing. (g) The Warrant shall become immediately exercisable by its terms for 2,085,970 shares of XxxxXxxxxx.xxx Common Stock. (h) XxxxXxxxxx.xxx and Bank One hereby agree that the terms of the Term Sheet shall be binding upon the parties identified therein until such time as any such terms shall terminate in accordance with the terms of the Term Sheet or as otherwise agreed to by said parties in writing. (i) In recognition of the liquidation of Bank One Vehicle Finance Corporation, XxxxXxxxxx.xxx shall issue to Bank One NA a replacement Warrant pursuant to Section 3 of the Warrant with terms identical to the Warrant previously held by Bank One Vehicle Finance Corporation, and the Warrant issued to Banc One Vehicle Finance Corporation shall thereupon be cancelled.
Sample 1
AutoNDA by SimpleDocs

Related to The Restatement of the Relationship

  • Nature of the Relationship Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company is agreeing only to provide Client with access to the Program, which provides education and information. The information contained in the Program, including any interactions with the instructors, is not intended as, and shall not be understood or construed as, professional advice.

  • Termination of Relationship If Optionee terminates Continuous Status as an Employee or Consultant for any reason, Optionee may exercise this Option during the Termination Period set out in the Notice of Grant, to the extent the Option was vested at the date of such termination. To the extent that Optionee was not vested in this Option at the date on which Optionee terminates Continuous Status as an Employee or Consultant, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

  • INDEPENDENT RELATIONSHIP This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership, or formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein.

  • Reporting Relationship Executive shall report to the Company’s chief executive officer.

  • Nature of Relationship The parties agree the relationship created by this Agreement is that of independent contractor. In performing all of the Services, Provider shall be, and at all times is, acting and performing as an independent contractor with District, and not as a partner, coventurer, agent, or employee of District, and nothing contained herein shall be construed to be inconsistent with this relationship or status. Provider is not granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of District or to bind the District in any manner. Except for any materials, procedures, or subject matter agreed upon between Provider and District, Provider shall have complete control over the manner and method of performing the Services. Provider understands and agrees to independent contractor status. Provider understands and agrees that the filing and acceptance of this Agreement creates a rebuttable presumption and that the Provider, officers, agents, employees, or subcontractors of Provider are not entitled to coverage under the California Workers’ Compensation Insurance laws, Unemployment Insurance, Health Insurance, Pension Plans, or any other benefits normally offered or conveyed to District employees. Provider will be responsible for payment of all Provider employee wages, payroll taxes, employee benefits, and any amounts due for federal and state income taxes and Social Security taxes. These taxes will not be withheld from payments under this agreement.

  • Termination of Service Relationship If the Optionee’s Service Relationship terminates, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

  • At-Will Relationship I understand and acknowledge that my Relationship with the Company is and shall continue to be at-will, as defined under applicable law, meaning that either I or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation or liability.

  • Banking Relationship Borrower shall at all times maintain its primary banking relationship with Silicon.

  • Consulting Relationship During the term of this Agreement, Consultant will provide consulting services to the Company as described on Exhibit A hereto (the “Services”). Consultant represents that Consultant is duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services. Consultant shall use Consultant’s best efforts to perform the Services such that the results are satisfactory to the Company.

  • General Relationship Executive shall be considered an employee of the Company within the meaning of all federal, state and local laws and regulations including, but not limited to, laws and regulations governing unemployment insurance, workers’ compensation, industrial accident, labor and taxes.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!