Xxxxxxx Agreement. (a) Other than the Xxxxxxx Agreement and the Transaction Documents, there is no contract, agreement or other arrangement (whether written or oral) to which either Vertex or any of its Subsidiaries is a party or by which any of their respective assets or properties is bound or committed (i) that creates a Lien on the Purchased Interest or (ii) the breach, nonperformance, cancellation or termination of which would reasonably be expected to result, individually or in the aggregate, in an Adverse Effect.
(b) Vertex has provided the Purchaser a redacted copy of the Xxxxxxx Agreement (with the Ancillary Xxxxxxx Documents redacted) and a true, accurate and complete copy of each confidentiality agreement relating thereto and the Xxxxxxx Consent. The redacted copy of the Xxxxxxx Agreement provided by Vertex to the Purchaser as described above, together with information that has been publicly disclosed by Vertex or is otherwise publicly available, in each case, prior to the Effective Date, contains all of the material provisions of, and information contained in, the Xxxxxxx Agreement with respect to the Purchased Interest. The redacted portions of the Xxxxxxx Agreement do not contain any provisions that would reasonably be expected to (i) result in an Adverse Effect or (ii) have a material adverse effect on the timing or likelihood of achievement of the Milestone Event. The Xxxxxxx Agreement constitutes the entire agreement between Vertex and Xxxxxxx (and their respective Affiliates) relating to the Purchased Interest.
(c) The Xxxxxxx Agreement is the legal, valid and binding obligation of Vertex and, to the Knowledge of Vertex, Xxxxxxx, enforceable against Vertex and, to the Knowledge of Vertex, Xxxxxxx in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles. The execution, delivery and performance of the Xxxxxxx Agreement was and is within the corporate powers of Vertex and, to the Knowledge of Vertex, Xxxxxxx. The Xxxxxxx Agreement was duly authorized by all necessary action on the part of, and validly executed and delivered by, Vertex and, to the Knowledge of Vertex, Xxxxxxx. There is no breach or default, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would constitute or give rise to a breach or default, in the performance of the Xxxxxxx Agreement by V...
Xxxxxxx Agreement. (a) Vertex shall not, without the prior written consent of the Purchaser effectuate a Prohibited Amendment.
(b) Subject to Section 5.01(d), Vertex will, within five calendar days following the receipt by Vertex from Xxxxxxx of notice received under Section 9.2.2 of the Xxxxxxx Agreement of the occurrence (or deemed occurrence) of the Milestone Event (a “Section 9.2.2 Notice”), (a) deliver to the Purchaser a copy of such Section 9.2.2 Notice and (b) invoice Xxxxxxx for the full amount of the Milestone Payment resulting therefrom.
(c) Subject to Section 5.01(d), if Vertex receives notice from Xxxxxxx or any other Person, terminating the Xxxxxxx Agreement, in whole or in part, then Vertex shall no later than ten Business Days following receipt of such notice give a written notice to the Purchaser including a copy of any written notice received from Xxxxxxx or the other relevant Person.
(d) Without the prior written consent of the Purchaser, Vertex shall not, directly or indirectly, sell, assign, hypothecate or otherwise transfer the Xxxxxxx Agreement or any of its rights or obligations thereunder to any third party, including by operation of law or otherwise; provided, however, that Vertex may, without the consent of the Purchaser, directly or indirectly assign the Xxxxxxx Agreement or any of its rights or obligations thereunder to any third party with which it may merge or consolidate or to which it may sell all or substantially all of its assets.
Xxxxxxx Agreement. So far as Loral Space is aware, the Xxxxxxx Agreement is legal, valid and binding, and in full force and effect, in accordance with its terms and Xxxxxxx has not cancelled or given written notice that it intends to cancel the Xxxxxxx Agreement. Loral Space has performed, and as far as Loral Space is aware, Xxxxxxx has performed, in all material respects, its respective obligations under the Xxxxxxx Agreement. No material default exists (or, but for the passage of time or the giving of notice, would exist) under the Xxxxxxx Agreement on the part of Loral or, so far as Loral is aware, on the part of Xxxxxxx to said Xxxxx Xxxxxxx Agreements.
Xxxxxxx Agreement. The City and District entered in the Xxxxxxx Agreement to, among other matters, accomplish four key transactions:
Xxxxxxx Agreement. The Company's rights under the Agreement for Property Acquisitions, dated September 22, 1999 between the Company and the City of St. Xxxxxxx, Missouri;
Xxxxxxx Agreement. 1. The Borrower shall enter into a contract (the Xxxxxxx Agreement) with BANSEFI, satisfactory to the Bank, whereby:
(a) BANSEFI agrees to act as financial agent of the Borrower with regard to the Loan, meaning that, inter alia, BANSEFI agrees to represent the Borrower vis-à-vis the Bank for purposes of submitting Loan withdrawal applications to the Bank in form and substance sufficient to justify disbursement by the Bank to the Borrower of Loan proceeds; the Borrower and BANSEFI agree to abide by, and carry out the Project in accordance with, the provisions of this Agreement, including the Anti-Corruption Guidelines, and the Operational Manual; the Borrower shall have the right to, in case of fraud or corruption (as defined in the Anti-Corruption Guidelines) provide for the early termination of the Xxxxxxx Agreement, or temporarily suspend its effects, or, if applicable, require the restitution of funds transferred to BANSEFI under said Xxxxxxx Agreement; and the Borrower agrees to cooperate fully with BANSEFI (in its capacity as financial agent) to ensure that BANSEFI is able to comply with all of BANSEFI’s obligations referred to in this Section.
2. The Borrower shall exercise its rights and carry out its obligations under the Xxxxxxx Agreement in such a manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank may otherwise agree, the Borrower shall not amend, terminate, waive or fail to enforce any provision of the Xxxxxxx Agreement. In case of any conflict between the terms of the Xxxxxxx Agreement and those of this Agreement, the terms of this Agreement shall prevail.
Xxxxxxx Agreement. 26.1. As an investment adviser that offers a Wrap Fee Program, BGA offers such program entirely via BCP platform, Client hereby acknowledges by clicking “AGREE”, that your digital agreement represents the same legal representation as signing a paper version of this investment advisory agreement and supplements. Client further acknowledges that this agreement may be amended form time-to-time and any material changes are subject to Client notification accordingly. BY CONTINUING WITH THIS ONLINE APPLICATION, THE CLIENT AGREES THAT UNLESS INDICATED OTHERWISE THE AGREEMENT AND THE DISCLOSURES REQUIRED TO BE PROVIDED AT THE TIME OF APPLICATION FOR A CLIENT ACCOUNT AND ALL FUTURE ACCOUNTS WILL BE PROVIDED ELECTRONICALLY. CLIENT MUST READ THE INFORMATION BELOW CAREFULLY BEFORE CONSENTING TO RECEIVE INFORMATION ELECTRONICALLY AT THIS WEBSITE, THROUGH OUR RELATED MOBILE APPLICATION AND VIA ELECTRONIC MAIL ("EMAIL"). CLIENT SHOULD PRINT OR SAVE THIS STATEMENT BY USING THE "PRINT" OR "FILE SAVE" OPTIONS ON THE INTERNET BROWSER. By opening an Account, and then accessing the Account, Client is accepting this Statement and agreeing to receive electronically the agreements and any other information, including regulatory disclosures. Information regarding the Account, including the disclosures, will be available on the Bradesco Global Advisors website: _xxxxx://xxxxxxxxxxxxxx.xx, or our related mobile application (the “Site” or “App”) through Client’s Bradesco Global Advisors User Account for at least two years following the termination as a Bradesco Global Advisors’ Client. After that, the information will be available upon request by contacting Bradesco Global Advisors at xxxxx://xxxxxxxxxxxxxx.xx_ When revised or new disclosures are available on the Site or App, Bradesco Global Advisors will send a message to the Client’s Bradesco Global Advisors’ user account, or otherwise notify Client of their availability. Client is responsible for maintaining a valid email address and software and hardware to receive, read and send email. Client must provide Bradesco Global Advisors with a current email address and promptly notify Bradesco Global Advisors of any changes to its email address in the User Account, on the Site or App. Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Pleas...
Xxxxxxx Agreement. 3.1 It is agreed by the parties that:
(A) The “Xxxxxxx Agreement”, dated December 15, 1926 made between this Union and predecessors of the signatory Employer Association herein established, for all time, the contractual Work Jurisdiction of this Union;
(B) The provisions hereinafter relating to Work Jurisdiction are identical, or substantially so, to the Work Jurisdiction appearing in said Xxxxxxx Agreement;
(C) such Work Jurisdiction has remained inviolate since December 15, 1926; and
(D) said Xxxxxxx Agreement shall remain as conclusive and irrefutable evidence of the original of said Work Jurisdiction in the event is challenged, infringed, impaired or violated.
4.1 The claimed, recognized and assigned work jurisdiction, referred to in the Recognition Clause above is as follows:
(A) The alteration of any material on the job, erection and construction of all iron and steel, ornamental lead, bronze, brass, copper and aluminum, precast, reinforced concrete structures or parts thereof; stud rails, filigree, hambro systems, erection of panels of any material, post tension, the erection of fiber reinforced polymers or other plastics; bridges either temporary or permanent, viaducts, inclines, dams, docks, dredges, vessels, locks, gates, aqueducts, reservoirs, spillways, flumes, caissons, cofferdams, subways, tunnels, cableways, tramways, monorails, blast furnaces, ovens, cupolas, smoke conveyers, pen stocks, flag poles, drums, shafting, shoring, fur and storage rooms, fans and hot rooms, stacks, bunkers, conveyers, dumpers, elevators, vats, enamel tanks and vats, tanks, towers, pans, hoppers, plates, anchors, caps, corbels, lintels, Xxxx and combination trusses, grillage and foundation work; all grating bucks, partitions, hanging ceilings, hangers, clips, brackets, flooring, floor construction and domes, cast tiling, duct and trench frames, and plates, all wire work, railings, including pipe, guards, fencing, guide rail, grillwork, side-walk and vault lights, sky-lights, roofs, canopies, marquees, awnings, cantilever signs, span structures, elevator and dumbwaiter enclosures, elevator cars, tracks, facias, aprons, operating devices, sash frames, fronts, lockers, racks, book stacks, tables and shelving, metal furniture, seats, chutes, escalators, stairways, ventilators, boxes, fire escapes, signs, jail and cell work, safes, vaults, safe deposit boxes, decking, corrugated sheets when attached to steel frames, frames in support of boilers; material altered in fiel...
Xxxxxxx Agreement. A new Section 6.6.1a shall be added to the Agreement as follows: “Licensee is informed with respect to certain of TESARO`s obligations under the Xxxxxxx Agreement (a true and correct copy of which (other than certain redacted financial terms) has been provided by TESARO to Licensee), particularly concerning TESARO`s obligations for: (i) regulatory activities related to Xxxxxxx’x prostate filings in accordance with Section 5.3 of the Xxxxxxx Agreement: (ii) distribution and supply activities in accordance with Section 6.2 of the Xxxxxxx Agreement; and (iii) revenue allocation related to prostate and non-prostate sale in accordance with Section 8.3 of the Xxxxxxx Agreement. TESARO and Licensee agree to continue negotiations in good faith with the aim to agree and define the process and conditions according to which Licensee will support TESARO to comply with its obligations under the Xxxxxxx Agreement, including the aforementioned sections. For the avoidance of doubt, unless and until the Parties reach such mutual agreement, Licensee shall not have any Commercialization rights or obligations in any of the Regulatory Only Countries, other than as set forth in the Agreement as amended by this Amendment No. 1.”
Xxxxxxx Agreement. As a Xxxxxxx, I agree to uphold the Saint Xxx University standards for academic honesty. It is my responsibility to administer the examination(s) as per the test administrator’s manual(s) provided me, to monitor the student during the examination.
