Understandings of Charlie USA Sample Clauses

Understandings of Charlie USA. Charlie USA shall use all commercially reasonable efforts, and the Company shall reasonably cooperate therewith, to obtain the consents and waivers referred to in Section 1.8(a). If prior to Closing the parties shall have not received a consent or waiver necessary for the transfer to the Company of any Assigned Contract, the failure to obtain such consent or waiver shall not prevent the Closing. In such case, the Closing of the transactions contemplated by this Contribution Agreement shall not constitute a transfer or any attempted transfer thereof. Rather, following the Closing, the parties shall use all commercially reasonable efforts, and cooperate with each other, to obtain promptly such consent or waiver, provided that neither Charlie USA nor the Company shall be required to pay any material consideration therefor or incur any material liability or obligation in connection therewith. To the extent that any such Assigned Contract cannot be transferred because a consent or waiver was not obtained, until such consent or waiver is obtained, the Company and Charlie USA shall cooperate with each other in any reasonable and lawful arrangements (including subleasing or subcontracting if permitted) to provide to the Company the full economic (taking into account Tax costs and benefits) and operational benefits and liabilities of use of any such Assigned Contract (such arrangement being hereinafter referred to as an "Alternative Arrangement"). Once such consent or waiver relating to the transfer of an Assigned Contract not transferred at the Closing is obtained, Charlie USA shall promptly transfer or cause to be transferred, such Assigned Contract to the Company for no additional consideration. If a consent or waiver relating to the transfer of an Assigned Contract is not obtained, and if Charlie USA and the Company are unable to otherwise enter into an Alternative Arrangement with respect thereto, the Capital Account of Charlie Sub shall be adjusted to reflect the elimination of such Assigned Contract.
Sample 1
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Related to Understandings of Charlie USA

  • Complete Understanding This Agreement supersedes any prior contracts, understandings, discussions and agreements relating to employment between Employee, on the one hand, and the Company and its subsidiaries and Affiliates, on the other, and constitutes the complete understanding between the parties with respect to the subject matter hereof. No statement, representation, warranty or covenant has been made by either party with respect thereto except as expressly set forth herein.

  • Entire Agreement; Nonassignability; Parties in Interest This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Target Disclosure Schedule and the Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, and shall not be assigned by operation of law or otherwise without the written consent of the other party.

  • Entire Agreement; No Oral Amendments This Agreement, together with any exhibit attached hereto and any document, policy, rule or regulation referred to herein, replaces and merges all previous agreements and discussions relating to the same or similar subject matter between the Employee and the Company and constitutes the entire agreement between the Employee and the Company with respect to the subject matter of this Agreement. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of the Company or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document.

  • Understandings or Arrangements Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

  • Certain Understandings Each of the parties is a sophisticated legal entity or person that was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Accordingly, each of the parties hereby acknowledges that (i) no party has relied or will rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement (including the Company Disclosure Schedule), (ii) there are no representations or warranties by or on behalf of any party hereto or any of its respective affiliates or representatives other than those expressly set forth in this Agreement, and (iii) the parties’ respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this Agreement.

  • Understandings The undersigned understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS:

  • Entire Agreement; Changes in Writing This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

  • Entire Agreement; Integration This Agreement supersedes all prior agreements between or among any of the parties hereto with respect to the subject matter contained herein and therein, and such agreements embody the entire understanding among the parties relating to such subject matter.

  • 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.

  • Prior Understandings This Agreement and the other Loan Documents supersede all prior and contemporaneous understandings and agreements, whether written or oral, among the parties hereto relating to the transactions provided for herein and therein.

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