THE SEPARATION AND OTHER TRANSACTIONS Sample Clauses

THE SEPARATION AND OTHER TRANSACTIONS. CERTAIN COVENANTS 10 SECTION 2.1. The Transfer of Assets and Assumption of Liabilities 10 SECTION 2.2. Adjustment of the Cash Contribution 11 SECTION 2.3. Unearned Revenues 11 SECTION 2.4. Ancillary Agreements 12 SECTION 2.5. Limited Representations or Warranties 12 SECTION 2.6. Witness Services 12 SECTION 2.7. Corporate Names; Trademarks 13 SECTION 2.8. Post-Separation Remittances 13 SECTION 2.9. Non-Solicitation 14 SECTION 2.10. Prohibited Transactions 14 SECTION 2.11. Insurance 17 SECTION 2.12. Further Assurances 18 SECTION 2.13. Directors’ and Officers’ Indemnification and Insurance 19 SECTION 2.14. Late Payments 20 ARTICLE III INDEMNIFICATION 20 SECTION 3.1. Indemnification by Radiant 20 SECTION 3.2. Indemnification by Enterprise 21 SECTION 3.3. Indemnification Obligations Net of Insurance Proceeds 21 SECTION 3.4. Procedures for Indemnification 21 SECTION 3.5. Additional Matters 23 SECTION 3.6. Remedies Cumulative 24 SECTION 3.7. Survival of Indemnities 24 ARTICLE IV ACCESS TO INFORMATION 25 SECTION 4.1. Agreement for Exchange of Information 25 SECTION 4.2. Access to Information 25 SECTION 4.3. Reimbursement; Other Matters 26 SECTION 4.4. Confidentiality 26 SECTION 4.5. Privileged Matters 27 SECTION 4.6. Ownership of Information 28 SECTION 4.7. Retention of Records 28 SECTION 4.8. Limitation of Liability; Release 29 SECTION 4.9. Other Agreements Providing for Exchange of Information 29 ARTICLE V DISPUTE RESOLUTION 29 SECTION 5.1. Negotiation 29 SECTION 5.2. Arbitration 30 SECTION 5.3. Continuity of Service and Performance 30 SECTION 5.4. Other Remedies 30 ARTICLE VI MISCELLANEOUS 31 SECTION 6.1. Complete Agreement; Construction 31 SECTION 6.2. Ancillary Agreements 31 SECTION 6.3. Counterparts 31 SECTION 6.4. Survival of Agreements 31 SECTION 6.5. Separation Expenses 31 SECTION 6.6. Notices 32 SECTION 6.7. Waivers 33 SECTION 6.8. Amendments 33 SECTION 6.9. Successors and Assigns 33 SECTION 6.10. Termination 33 SECTION 6.11. Subsidiaries 33 SECTION 6.12. Parties in Interest 33 SECTION 6.13. Title and Headings 33 SECTION 6.14. Governing Law 33 SECTION 6.15. Severability 34 Exhibits Exhibit A Reseller and Services Agreement
Sample 1

Related to THE SEPARATION AND OTHER TRANSACTIONS

  • ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

  • Voting and Other Action Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of the Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.

  • Field Examination and Other Fees Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof.

  • Agreements and Other Documents As of the Closing Date, each Credit Party has provided to Agent or its counsel, on behalf of Lenders, accurate and complete copies (or summaries) of all of the following agreements or documents to which it is subject and each of which is listed in Schedule 5.17: supply agreements and purchase agreements not terminable by such Credit Party within sixty (60) days following written notice issued by such Credit Party and involving transactions in excess of $1,000,000 per annum; leases of Equipment having a remaining term of one year or longer and requiring aggregate rental and other payments in excess of $500,000 per annum; licenses and permits held by the Credit Parties, the absence of which could reasonably be expected to have a Material Adverse Effect; instruments and documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien granted by such Credit Party with respect thereto; and instruments and agreements evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Credit Party.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

  • Servicing and Other Compensation The Servicer, as compensation for its activities hereunder, shall be entitled to receive, on or prior to each Distribution Date, the amounts provided for as the Servicing Fee and as reimbursement for Nonrecoverable Advances, Servicing Advances and reimbursement for Advances, all as specified by Section 5.09. The amount of compensation or reimbursement provided for shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. Additional servicing compensation in the form of assumption fees, prepayment fees and late payment charges shall be retained by the Servicer, to the extent permitted by applicable law. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees and expenses of the Trustee and any Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 5.09 and 5.21.

  • Vacation and Other Leave During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation in accordance with the Company’s vacation policies in effect from time to time, including the Company’s policies regarding vacation accruals; provided that the Executive’s rate of vacation accrual during the Period of Employment shall be no less than three (3) weeks per year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

  • Performance of This and Other Agreements Punctually pay or cause to be paid all amounts payable by it under this Agreement and the other Operative Agreements and observe and perform in all material respects the conditions, covenants and requirements applicable to it contained in this Agreement and the other Operative Agreements.

  • Capitalization and Other Capital Stock Matters The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus or upon exercise of outstanding options or warrants described in the Prospectus). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Prospectus. The description of the Company's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

  • Dilution and Other Adjustments The existence of this Option shall not impair the right of the Partnership or Alliance Holding or their respective partners to, among other things, conduct, make or effect any change in the Partnership’s or Alliance Holding’s business, any issuance of debt obligations or other securities by the Partnership or Alliance Holding, any grant of options with respect to an interest in the Partnership or Alliance Holding or any adjustment, recapitalization or other change in the partnership interests of the Partnership or Alliance Holding (including, without limitation, any distribution, subdivision, or combination of limited partnership interests), or any incorporation of the Partnership or Alliance Holding. In the event of such a change in the partnership interests of the Partnership or Alliance Holding, the Board shall make such adjustments to this Option, including the purchase price specified in Section 1, as it deems appropriate and equitable. In the event of incorporation of the Partnership or Alliance Holding, the Board shall make such arrangements as it deems appropriate and equitable with respect to this Option for the Participant to purchase stock in the resulting corporation in place of the Units subject to this Option. Any such adjustment or arrangement may provide for the elimination of any fractional Unit or shares of stock which might otherwise become subject to this Option. Any decision by the Board under this Section shall be final and binding upon the Participant.

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