Transitional Agreements Sample Clauses

Transitional Agreements. (a) At Closing, the Transitional Agreements will constitute valid and legally binding obligations of the parties named therein and enforceable in accordance with its terms. (b) The Company and its Subsidiaries, together with the rights, licenses, services and benefits to be provided to the Company and its Subsidiaries pursuant to this Agreement and the other Additional Agreements, constitute all of the assets, properties and rights owned, leased or licensed by Seller and its Subsidiaries necessary to conduct the Business in all material respects as currently conducted, in each case other than the assets, properties and rights used to perform the services that are the subject of the Transitional Agreements.
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Transitional Agreements. 12.1 For the period following Completion and up until 31 December 2003 the parties agree as follows: 12.1.1 the Vendor shall, at its cost, provide to the Company and/or the UK Subsidiary and/or French Subsidiary the services set out in clause 12.2 as it provides to such companies immediately prior to Completion with effect from Completion until and including 31 December 2003 at substantially the same level as prior to Completion; and 12.1.2 the Purchaser shall, at its cost, provide and/or procure that the Company and/or the UK Subsidiary and/or French Subsidiary shall provide to the Vendor such of the Services set out in clause 12.3 as any of such companies provide to the Vendor immediately prior to Completion with effect from Completion until and including 31 December 2003 at substantially the same level as prior to Completion. 12.2 The services referred to in clause 12.1.1 are the provision of such office space and support (including but not limited to security, reception (where appropriate), cleaning, electricity and telephone but excluding secretarial support) as is reasonably required by Pro Bel Inc. at the Vendor's corporate headquarters. 12.3 The services referred to in clause 12.1.2 are the provision of such office space and support (including but not limited to security, reception (where appropriate), cleaning, electricity and telephone but excluding secretarial support) as is reasonably required by Chyron International Corporation at the Company's headquarters. 12.4 In the event that prior to 31 December 2003 the Company terminates its agreement for the provision of services with Xxxxxx due to the poor performance by Xxxxxx of those services then, in addition to the services set out in clause 12.2, the Vendor will, up to and including 31 December 2003, provide Pro Bel Inc., with such assistance in relation to such services as may be reasonably requested provided that the Vendor shall not be required to provide more services than those provided immediately prior to Completion. 12.5 In the event that prior to 31 December 2003 Chyron International Corporation terminates its agreement for the provision of services with Xxxxx Xxxxxxxx (or such other person who may provide such services from time to time) due to the poor performance by that person of those services then, in addition to the services set out in clause 12.3 the Purchaser shall procure that a Group Company will, up to and including 31 December 2003, provide Chyron International Corporation...
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Transitional Agreements. At or prior to Closing, Sellers and Invensys shall enter into the Transitional Services Agreement and IT Transitional Agreement on reasonable and customary terms and conditions, including those outlined on Annexes B and D attached hereto. Both the Transitional Services Agreement and the IT Transitional Agreement shall provide for the provision of transitional services in a manner consistent with the past provision of those services to the Companies and the Subsidiaries and shall otherwise include other customary and appropriate provisions and arrangements reasonably acceptable to Purchaser and Sellers.
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Transitional Agreements. 39 11.10 Non-Competition Covenant of the Seller..........................40 11.11 Corporate Records Retained by the Seller........................41 11.12 Business Records Acquired by the Buyer..........................41 11.13
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Transitional Agreements. The Seller agrees that in order to effect an orderly transition of the Business to the Buyer, (a) The Seller will provide to the Buyer, at a charge of $100.00 per hour, assistance from appropriate Seller personnel in the installation of the EDI and order entry system from Wilkesboro to Xxxxx City; (b) The Seller will provide the following reporting services as currently being performed (including but not limited to payroll, production planning and order entry) to facilitate the management of the Wilkesboro facilities for a period of up to five months, at the Buyer's election, at the following charges to the Buyer: (i) source payroll plus gross to net interface at a charge to the Buyer of $4,200.00 per month; (ii) order processing and shipping plus EDI and accounts receivable interfaces, at a charge to the Buyer of $8,400.00 per month; and (iii) manufacturing (minus inventory), production planning, scheduling, and production control, at a charge to the Buyer of $16,800.00 per month. (c) The Seller will assume responsibility for, and will pay, all health and hospitalization claims, and workers compensation claims that are reported after the Closing for costs or occurrences dating prior to the Closing Date, and all payroll and associated costs through the Closing Date. (d) The Seller will, as soon as practicable but in no event later than 5 days after the Closing, provide to the Buyer all accounts receivable invoices showing customers, dates and amounts as of a date as near as practicable to the Closing Date; and (e) The Seller will permit the Buyer to utilize, in the normal course of business, the Seller's telephone system for 30 days after the Closing, at a cost of $500.00 per month plus the cost of calls made by the Buyer; and
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Transitional Agreements. As soon as reasonably practical after the Signing Date Seller shall agree and enter and/or shall procure that certain of Seller’s Affiliates enter with German Purchaser into a Transitional IT Agreement implementing the terms of the term sheet attached as Exhibit 14.6 (the “Transitional IT Agreement”).
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Transitional Agreements. The Company and Spinco intend to enter into the Facilities Sharing Agreement, the Manufacturing Services Agreement and the Intellectual Property License Agreement in the forms attached as Exhibits D, E and F to the Contribution Agreement (such agreements, together with the Contribution Agreement and the Option Agreement, the "Ancillary Agreements").
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Transitional Agreements. At the Closing, ROBI and CryoLife shall enter into (a) a License Agreement in the form attached hereto as Exhibit 3.16(a), and (b) an Agreement Regarding Services and Related Matters in the form attached hereto as Exhibit 3.16(b) (collectively, the "Transitional Agreements").
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Related to Transitional Agreements

  • Additional Agreements If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Company or Merger Sub, then the proper officers and directors of each Party will use their reasonable best efforts to take such action.

  • Certain Additional Agreements (a) The Company may require each Selling Holder to furnish to the Company in writing such information required in connection with such registration regarding such Selling Holder and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any Selling Holder who fails to furnish such information within a reasonable time after receiving such request. (b) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(c)(iii) or (c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.3(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that (i) in no event shall such discontinuance exceed the time period set forth in Section 2.1(e) hereof, and (ii) the Company shall extend the time periods under Section 2.1 and Section 2.2 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the Holder is required to discontinue disposition of such securities. (c) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement.

  • Additional Agreement For the avoidance of doubt, this Section 9 shall be in addition to and shall not supersede (or be superseded by) any other agreements related to the subject matter of this Section 9 contained in any confidentiality agreement, noncompetition agreement or any other agreement between the Grantee and the Company.

  • Additional Agreements of the Parties The parties hereby further agree that, from and after the Closing:

  • Additional Agreements of the Company (a) Each time the Registration Statement or Prospectus is amended or supplemented (other than by an amendment or supplement providing solely for (i) in the case of Notes, a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes issued alone or as part of a Unit, (ii) in the case of Units, (x) a change in the exercise price, exercise date or period or expiration of an underlying Warrant or (y) a change in the settlement date or purchase or sale price of an underlying Purchase Contract or (iii) a change you deem to be immaterial), the Company will deliver or cause to be delivered forthwith to you a certificate signed by an executive officer of the Company, dated the date of such amendment or supplement, as the case may be, in form reasonably satisfactory to you, of the same tenor as the certificate referred to in Section 4(c) relating to the Registration Statement or the Prospectus as amended or supplemented to the time of delivery of such certificate. (b) Each time the Company furnishes a certificate pursuant to Section 5(a) (other than any amendment or supplement to the Registration Statement or Prospectus caused by the filing of a Current Report on Form 8-K unless you shall reasonably request based on disclosure included or omitted from such Report), the Company will furnish or cause to be furnished forthwith to you a written opinion of counsel for the Company. Any such opinion shall be dated the date of such amendment or supplement, as the case may be, shall be in a form satisfactory to you and shall be of the same tenor as the opinions referred to in Section 4(b), but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. In lieu of such opinion, counsel last furnishing such an opinion to you may furnish to you a letter to the effect that you may rely on such last opinion to the same extent as though it were dated the date of such letter (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the time of delivery of such letter.) (c) Each time the Registration Statement or the Prospectus is amended or supplemented to set forth amended or supplemental financial information or such amended or supplemental information is incorporated by reference in the Prospectus, the Company shall cause its independent auditors forthwith to furnish you with a letter, dated the date of such amendment or supplement, as the case may be, in form satisfactory to you, of the same tenor as the letter referred to in Section 4(d), with regard to the amended or supplemental financial information included or incorporated by reference in the Registration Statement or the Prospectus as amended or supplemented to the date of such letter; provided that each letter so furnished shall use a "cut-off date" no more than three business days prior to the date of such letter.

  • No Additional Agreements The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

  • Mutual Agreements No Nurse shall be required or permitted to make any written or verbal agreement with the Employer, its representatives or immediate management supervisors, which is contrary to the terms of this Collective Agreement. This will not prevent a Nurse from making a temporary arrangement with the Employer, its representatives or immediate supervisors, when such an arrangement does not affect other Nurses in the Bargaining Unit.

  • Legal Agreements This Agreement constitutes and, upon due execution by the Borrower, the other Loan Documents will constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

  • Additional Agreements and Understandings Even though FICO will provide consideration for me to settle and release My Claims, the Company does not admit that it is responsible or legally obligated to me. In fact, the Company denies that it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it treated me unfairly.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

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