Xxxxxxx Xxxx Distribution Sample Clauses

Xxxxxxx Xxxx Distribution. Buyer and Seller acknowledge and agree that Seller and AHFC are party to litigation with Xxxxxxx X. Xxxx and Company (“Bird”) related to the termination of Bird as a flooring distributor for resilient and hardwood products (the “Bird Litigation”) pursuant to which Seller and AHFC are seeking to recover certain amounts payable by Bird and Bird has filed counterclaims against Seller and AHFC. From and after the Closing, Buyer shall, and shall cause AHFC to, cooperate reasonably with Seller, upon reasonable advance notice, in connection with the conduct of the Bird Litigation and any related proceeding, including by, without limitation, (a) providing Seller and its representatives with reasonable access during normal business hours (in a manner so as to not unreasonably interfere with normal Business operations) to AHFC and its officers, directors, employees and agents for fact finding, consultation and interviews and as witnesses to provide testimony through declarations, affidavits, depositions, witness statements or at hearing or trial and to cooperate reasonably with Seller in preparation for such events, at the sole cost and expense of Seller with respect to all reasonable and documented out-of-pocket expenses, consistent with deadlines imposed in the Bird Litigation, (b) maintaining and preserving all documents and information known to be relevant to the Bird Litigation, and providing Seller with reasonable access thereto, and (c) taking such actions as Seller may reasonably request in order to mitigate damages. The parties further acknowledge and agree that Seller shall (i) control the Bird Litigation and shall be entitled to, and Buyer shall cause the Company and the Company Subsidiaries promptly to pay to Seller, any amounts received by the Company or any Company Subsidiary in respect of, any damages awarded to or other amounts payable to Seller or any of its affiliates (including the Company and the Company Subsidiaries) in respect of any resolution or settlement of the Bird Litigation, and (ii) pay all costs and expenses (including attorney fees), and indemnify and hold harmless AHFC in respect of, the Bird Litigation. In the event that Seller and/or AHFC are required pursuant to the terms of any resolution or settlement of the Bird Litigation to repurchase inventory from Bird, and Seller requests that Buyer and/or AHFC purchase such inventory from Seller, Buyer and/or AHFC shall reasonably and in good faith consider Seller’s request to purchase su...
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Related to Xxxxxxx Xxxx Distribution

  • When Must Distributions from a Xxxx XXX Begin Unlike Traditional IRAs, there is no requirement that you begin distribution of your account during your lifetime at any particular age.

  • Xxxxxx, Esq Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect given to the other party in accordance with this subsection (b). Each such notice shall be deemed given upon the receipt thereof when delivered in person and on the second business day after the mailing when sent by mail as aforesaid. (c) You understand that, upon exercise of this Option, you may recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares purchased over the Option Price for such Shares. Your employer may withhold tax from your current compensation with respect to such income or any other income which it deems you to have received in connection therewith; to the extent that your then current compensation is insufficient to satisfy the withholding tax liability, you will be required to make a cash payment to cover such liability as a condition of exercise of this Option. (d) If this Option shall be mutilated, lost, stolen or destroyed, the Company shall issue in exchange and substitution for and upon cancellation of the mutilated Option, or in lieu of and in substitution for the Option lost, stolen or destroyed, a new Option of like tenor and denomination, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Option and such indemnity and, if requested by the Company, such bond, as shall in each case be satisfactory to the Company. You must also comply with such other reasonable requirements and pay such other reasonable charges as the Company may prescribe in connection with such issuance. (e) This Option shall be governed and construed in accordance with the substantive laws of the State of New York applicable to contracts executed, delivered and to be fully performed in the State of New York, without giving effect to contrary provisions regarding conflict of laws. (f) This Agreement shall inure to the benefit of and shall be binding upon your heirs, executors, administrators and legal representatives, and shall inure to the benefit of and be binding upon the Company and its successors and assigns. You may not assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of your rights hereunder except if and to the extent expressly permitted by Section 8 of this Agreement, and any such attempted prohibited delegation or disposition shall be null and void and without effect. (g) This Agreement constitutes the complete understanding between the parties with respect to the subject matter hereof, and no statement, representation, warranty or covenant has been made by either party with respect thereto except as expressly set forth herein. This Agreement shall not be altered, modified, amended or terminated except by written instrument signed by each of the parties hereto. (h) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. (i) The section headings contained herein are for the purposes of convenience only, are not intended to define or limit the contents of said sections and are not part of this Agreement. (j) By signing below, you hereby accept this Option subject to all of the terms and provisions hereof and acknowledge all of the representations, warranties and agreements set forth above. This Option shall not be effective until you have signed this Option and delivered it to the Company.

  • Distributions; Xxxxxx Xxx Guaranty On or before each Determination Date (or as soon thereafter as is reasonably practicable), Xxxxxx Mae shall calculate the Lower Tier Distribution Amount for the current calendar month. On each Distribution Date, Xxxxxx Xxx shall withdraw from the Certificate Account the portion of the Lower Tier Distribution Amount distributable thereon and shall make the distributions to the Holders of the related Lower Tier Regular Classes in the respective amounts and in the applicable manner determined pursuant to Section 2.02. In the event that the amount on deposit in the Certificate Account on any Distribution Date shall be less than the applicable portion of the Lower Tier Distribution Amount distributable thereon, Xxxxxx Mae shall provide from its own funds the amount of any such insufficiency. In addition, in the event that (i) the applicable portion of the Lower Tier Distribution Amount shall be insufficient to pay all interest due and payable on the related Lower Tier Regular Classes on such Distribution Date or (ii) such Distribution Date is a Final Distribution Date for any Class and the distribution on such Distribution Date of the applicable portion of the Lower Tier Distribution Amount will not be sufficient to reduce the Class Balance of such Class to zero on such Final Distribution Date, then Xxxxxx Xxx shall (a) withdraw from the Certificate Account, such amount as shall be necessary to remedy such insufficiency and (b) to the extent that funds in the Certificate Account shall be insufficient therefor, apply its own funds towards remedying the same.

  • Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.

  • Xxxxxx, Xx Xxxxxx X. Xxxxxxx

  • Xxxxxx Xxxx The right-of-way, the roadway and all improvements constructed thereon connecting the airport to a public highway.

  • Xxxxxx Xxxxxx Xxxx Xx Day, 3rd Monday in January;

  • Xxxxxx X Xxxxxxxx ----------------------------- Xxxxxx X. Xxxxxxxx

  • Xxxxxxx Xxxx CareFirst BlueChoice’s Service Area is a clearly defined geographic area in which CareFirst BlueChoice has arranged for the provision of health care services to be generally available and readily accessible to Members. CareFirst BlueChoice will provide the Member with a specific description of the Service Area at the time of enrollment. The Service Area is as follows: the District of Columbia; the state of Maryland; in the Commonwealth of Virginia, the cities of Alexandria and Fairfax, Arlington County, the town of Vienna and the areas of Fairfax and Xxxxxx Xxxxxxxx Counties in Virginia lying east of Route 123. SAMPLE If a Member temporarily lives out of the Service Area (for example, if a Dependent goes to college in another state), the Member may be able to take advantage of the CareFirst BlueChoice Away From Home Program. This Program may allow a Member who resides out of the Service Area for an extended period of time to utilize the benefits of an affiliated Blue Cross and Blue Shield HMO. This Program is not coordination of benefits. A Member who takes advantage of the Away From Home Program will be subject to the rules, regulations and plan benefits of the affiliated Blue Cross and Blue Shield HMO. If the Member makes a permanent move, he/she does not have to wait until the Annual Open Enrollment Period to change plans. Please call 000-000-0000 or visit xxx.xxxx.xxx for more information on the Away from Home Program. This attachment contains certain terms that have a specific meaning as used herein. These terms are capitalized and defined in Section A below, and/or in the Individual Enrollment Agreement to which this document is attached. These procedures replace all prior procedures issued by CareFirst BlueChoice, which afford CareFirst BlueChoice Members recourse pertaining to denials and reductions of claims for benefits by CareFirst BlueChoice. These procedures only apply to claims for benefits. Notification required by these procedures will only be sent when a Member requests a benefit or files a claim in accordance with CareFirst BlueChoice procedures. An authorized representative may act on behalf of the Member in pursuing a benefit claim or appeal of an Adverse Benefit Determination. CareFirst BlueChoice may require reasonable proof to determine whether an individual has been properly authorized to act on behalf of a Member. In the case of a claim involving Urgent/Emergent Care, a Health Care Provider with knowledge of a Member's medical condition is permitted to act as the authorized representative. SAMPLE

  • Xxxxxxx X Xxxxxxxx

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