Background of Agreement. 1.1 LICENSOR represents that it has certain intellectual property pertaining to services and technologies in the field of teleradiology, in respect to which it is prepared to grant a nonexclusive license to LICENSEE.
Background of Agreement. The Company desires to employ Executive as its Executive Vice President CIO, and Executive desires to accept such employment. · This Agreement provides, among other things, for base compensation for Executive, a term of employment and severance payments in the event Executive is terminated without Cause or by reason of a Change of Control of the Company. In consideration of the foregoing, the Company and Executive agree as follows:
Background of Agreement. The Company desires to employ Executive as its President and Chief Executive Officer, and Executive desires to accept such employment. • This Agreement provides, among other things, for base compensation for Executive, a term of employment and severance payments in the event Executive is terminated without Cause or by reason of a Change of Control of the Company. In consideration of the foregoing, the Company and Executive agree as follows:
Background of Agreement. 2.1 Description The rights obtainable by You to use Media available on the Site are outlined in this Agreement. This Agreement is in addition to all previous agreements. If there is any conflict between this Agreement and the above mentioned agreements (all of which are incorporated by reference), the terms of this Agreement shall prevail.
Background of Agreement. A. The parties have signed an agreement in principle to enter into a purchase order assignment program under which the Manufacturer will assign customer purchase orders to the Contractor and request the Contractor to purchase the required materials to fulfill such purchase orders; the Contractor will retain the Manufacturer to manufacture, process and ship ordered goods; and fees will be paid to the Manufacturer for its services upon payment to the Contractor for the goods.
Background of Agreement. Executive is currently the Vice President, Research and Development, of the Company and is employed on an at-will basis. · The Company and Executive desire to memorialize the terms and conditions of Executive’s employment, including additional terms and conditions which have been approved by the Company’s Board of Directors. In consideration of the foregoing, the Company and Executive agree as follows:
Background of Agreement. Employee desires to continue in the employ of the Employer, and desires certain protections and benefits; and Employee is currently employed pursuant to an employment agreement with an expiration date of May 31, 2007, which Employee and Employer desire to mutually terminate, with no liability on the part of either of them arising out of such termination; Employee and the Employer deem it to be in their respective best interests to enter into an agreement providing for compensation and benefits for Employee pursuant to the terms stated in this Agreement; and The Employer desires to place reasonable restraints upon Employee’s ability to compete with the Employer during a specified period immediately following Employee’s termination from employment; Accordingly, in consideration of the mutual promises and agreements contained herein, the parties hereto agree to the following:
Background of Agreement. The Borrower, directly and through its Subsidiaries, has been engaged in the business of a vertically integrated construction materials supplier and highway contractor. The Borrower, the Co-Lead Arrangers and certain Lenders entered into a Credit Agreement, dated as of July 30, 2004 (the “Original Credit Agreement”), which agreement was amended pursuant to the First Amendment dated as of September 20, 2005 and the Second Amendment dated as of June 5, 2006, and which was amended and restated pursuant to that certain Amended and Restated Credit Agreement, dated as of July 27, 2007 (as so amended and restated, the “Existing Credit Agreement”). The Borrower now wishes to acquire certain equity and assets of Xxxxxxx Companies, Inc. (as more particularly described below, the “Xxxxxxx Acquisition”). The Borrower has requested that the Lenders further amend and restate the Existing Credit Agreement to refinance the Existing Credit Agreement, to finance, in part, the Xxxxxxx Acquisition, to finance capital expenditures, to provide for ongoing working capital needs and for general corporate purposes including Permitted Acquisitions. The Lenders are willing to so amend the Existing Credit Agreement, on the terms and subject to the conditions specified herein and to maintain senior secured first lien credit facilities in an aggregate amount equal to $450,000,000, consisting of (i) a revolving credit facility in a maximum principal amount not to exceed at any time $110,000,000, with a $12,000,000 standby letter of credit subfacility and a $12,500,000 sublimit for a swing line facility, (ii) a term loan A in an aggregate principal amount equal to $200,000,000 and (iii) a term loan B in an aggregate amount equal to $140,000,000 all on the terms and conditions specified below. Concurrently, the Borrower expects to enter into a $85,000,000 term loan facility (as more fully described below, the “Second Lien Facility”), which will be secured on a second priority basis (junior to the security interest in favor of the Lenders hereunder) by substantially the same collateral as is contemplated by this Agreement. The Second Lien Facility will finance, in part, the Xxxxxxx Acquisition. The Subsidiaries of the Borrower will derive substantial benefits from the credit facilities provided herein. The Borrower may, among other things, use proceeds of the Loans hereunder to make capital contributions in, and extend credit to, its Subsidiaries. Such access to capital provided to the Sub...
Background of Agreement. A. DigitalRights is in the business of identifying and monitoring illegal downloads of copyrighted content, forwarding Digital Millennium Copyright Act (“DMCA”) notices, and providing a settlement collections model for copyright owners and administrators for online peer-to-peer (“P2P”) infringements of their content.
Background of Agreement. 1.0 Antecip owns or controls the rights to a proprietary drug product, more particularly described hereafter as the “Licensed Product”.
