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. 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 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. (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. The City and District entered in the Xxxxxxx Agreement to, among other matters, accomplish four key transactions:
Xxxxxxx Agreement. This agreement binds and inures to the benefit of the parties and their respective legal representatives, heirs, distributees, successors and assigns where assignment is permitted by this Lease Agreement.
Xxxxxxx Agreement. On and after the date hereof the Company shall take, and prior to the Closing Navistar shall cause the Company to take, commercially reasonable efforts to obtain from Xxxxxxx West Point (“Xxxxxxx”) such documentation in a form reasonably acceptable to Investor, as is reasonably necessary to evidence both the present and retroactive assignment to the Company of all Intellectual Property created, conceived or developed by Xxxxxxx that Xxxxxxx is required to assign to the Company pursuant to the Master Agreement, which is undated, between Xxxxxxx and the Company (as successor to International Military and Government LLC) (the “Xxxxxxx Master Agreement”), including all Intellectual Property created, conceived or developed by Xxxxxxx and related to the Company’s 7000 Series products and armored cabs to the extent Xxxxxxx is required to assign to the Company pursuant to the Xxxxxxx Master Agreement; provided that obtaining such documentation shall not be a condition to the obligations of the parties to consummate the Closing.
Xxxxxxx Agreement. In addition to and without limiting the provisions of Section 18.10 of the Agreement, the Parties hereby agree as follows with respect to the management of the Xxxxxxx Agreement:
5.1. Mylan shall remain responsible for ordering Compound to be supplied by Xxxxxxx pursuant to the terms of the Xxxxxxx Agreement for Development, formulation, qualification, validation of manufacturing facilities, physician samples and Commercialization. Subject only to Forest’s payment obligations to Mylan provided by Section 4.4 of this Amendment, Mylan shall make all payments to Xxxxxxx required by the terms of the Xxxxxxx Agreement.
5.2. In addition to and without limiting the obligations of indemnification provided by Sections 16.1, 16.2, 16.3 and Article 17 of the Agreement, each of Forest and Mylan agrees to indemnify the other and hold the other and the other’s Affiliates, directors, officers, employees, consultants, contractors, representatives and agents harmless from and against any and all Losses incurred in connection with or arising from any act or omission of the indemnifying Party to the extent such act or omission causes or constitutes a breach by Mylan of Mylan’s obligations under the Xxxxxxx Agreement, including without limitation with respect to intellectual property matters. Such indemnification will be governed by the procedures set forth in Section 16.4 of the Agreement.
5.3. All further amendments or supplements to the Xxxxxxx Agreement, including, without limitation, the completion of the Disaster Recovery Plan (Exhibit F to the Supplemental Agreement) and the Second Amendment to the Xxxxxxx Agreement, will be negotiated and executed as reasonably directed by Forest, provided that any additional cost or expense imposed upon Mylan by any such amendment or supplement shall be the responsibility of Forest. Forest will not place any undue burden on Mylan with respect to any such further amendments or supplements. As between Forest and Mylan, Forest shall have the sole decision making authority with respect to all matters under the Xxxxxxx Agreement as amended by the Supplemental Agreement.
5.4. Mylan shall furnish Forest with such cooperation as Forest may reasonably request to seek to obtain for Forest the benefits of any rights Mylan may have with respect to data or other intellectual property [***] with respect to the Compound or the Product in respect of the Territory.
5.5. Notwithstanding any of the provisions of this Amendment Agreement and unless othe...
Xxxxxxx Agreement. Thank you for your commitment to serve as a xxxxxxx for the Juvenile Probation or Supervision Officer Certification Exam. Please read the following expectations and information about being a xxxxxxx. You will play an intricate role in the success of administering the exam statewide. If you have questions regarding the expectations set forth in this agreement, please contact XXXX’s Juvenile Justice Training Academy at 512.490.7130.
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.