Base Alliance Agreements definition

Base Alliance Agreements means, collectively, this Agreement, the Sales and Marketing Agreement, the Enablement Assistance Agreement, the Staff Augmentation Agreement and the Subcontracting Agreements. “Business Day” shall mean any day other than a Saturday or a Sunday on which banks are legally authorized to be open for the transaction of business in New York City. “Business Partner” shall mean certain organizations that IBM has signed agreements with to promote, market and support certain IBM products and services. “Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of corporate stock, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such corporate stock. “Change in Control” shall mean (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act) of Capital Stock representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of ACI or (b) a majority of the members of the Board of Directors of ACI not consisting of Continuing Directors. “Commission” shall mean the U.S. Securities and Exchange Commission. “Combined Solution” shall have the meaning set forth in the Sales and Marketing Agreement. “Confidentiality Agreement” shall mean the Agreement for Exchange of Confidential Information by and between ACI and IBM dated October 10, 2007. “Continuing Directors” shall mean, as of any date of determination, any member of the Board of Directors of ACI who (a) was a member of such Board of Directors on the date hereof or (b) was nominated for election by the Nominating and Corporate Governance Committee of the Board of Directors of ACI or elected to such Board of Directors with the approval of at least two-thirds of the Continuing Directors who were members of such Board of Directors at the time of such election. “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto. “Deliverables” shall have the meaning set forth in the Enablement Assistance Agreement. “Enablement Assistance Agreement” shall mean the IBM Enablement Assistance Agreement (No. 4907021871) by and between ACI and IBM ...

Examples of Base Alliance Agreements in a sentence

  • The Base Alliance Agreements shall commence and become effective on the date hereof and, subject to Section 8.02, shall terminate on the fifth anniversary of the date hereof in the event that either Party provides a Termination Notice (an “Initial Termination Notice”) to the other Party on or prior to the fourth anniversary of the date hereof of its termination of the Base Alliance Agreements.

  • If neither Party timely provides the other Party with an Initial Termination Notice, the Base Alliance Agreements shall continue to be effective until the date that is at least two years from the date that either Party provides a Termination Notice to the other Party, subject to Section 8.02; provided that, in any event, if not earlier terminated pursuant to this Article VIII, the Base Alliance Agreements shall terminate, with or without notice by either Party, on the tenth anniversary of the date hereof.

  • Any such Initial Termination Notice shall terminate the Base Alliance Agreements effective as of the fifth anniversary of the date hereof.

  • Any attempted assignment of this Agreement or the other Alliance Agreements in violation of this Section 12.04 shall be void and of no effect; provided that (a) either Party may assign any of its obligations under the Base Alliance Agreements to any of its wholly owned Subsidiaries and (b) either Party may delegate or subcontract its duties under any Base Alliance Agreement to any other Person.

  • For a period of one year following the date that the termination of the Base Alliance Agreements in accordance with Article VIII is effective, IBM shall continue to pay Incentives as contemplated by Section 1(a)(iii) of Attachment A to the Sales and Marketing Agreement.

  • At the time that termination of the Base Alliance Agreements in accordance with Section 8.01 or Section 8.02 is effective, (x) except as expressly provided below or in any Base Alliance Agreement, all of the obligations of the Parties under the Base Alliance Agreements shall terminate and cease to be of further force or effect and (y) [*].

  • Each Party hereby grants the other Party a worldwide, non-exclusive, non-transferable, right and license to use the other Party’s Logo (the ACI Logo or the IBM Logo, as the case may be), such right and license to expire upon the effective date of the termination of the Base Alliance Agreements in accordance with Article VIII, solely on Marketing Materials and solely on the other Party’s Website in strict accordance with the terms of this Section 6.04.

  • At the time that termination of the Base Alliance Agreements in accordance with Section 8.01 or Section 8.02 is effective, (x) except as expressly provided below or in any Base Alliance Agreement, all of the obligations of the Parties under the Base Alliance Agreements shall terminate and cease to be of further force or effect and (y) [_*_].

Related to Base Alliance Agreements

  • Alliance Agreement has the meaning given to such term in paragraph 11.2 of Schedule 13 (Information and Industry Initiatives);

  • Strategic Alliance Agreement means the Strategic Alliance Agreement among the Corporation, Ciba-Geigy Limited and Ciba-Geigy Corporation, dated as of September 29, 1995, as amended, and any of their respective permitted successors or assigns thereunder. ANNEX A NOTICE OF GRANT EMPLOYEE STOCK OPTION HEXCEL CORPORATION INCENTIVE STOCK PLAN The following employee of Hexcel Corporation, a Delaware corporation ("Hexcel") or a Subsidiary, has been granted an option to purchase shares of the Common Stock of Hexcel, $.01 par value, in accordance with the terms of this Notice of Grant and the Employee Option Agreement to which this Notice of Grant is attached. The following is a summary of the principal terms of the option which has been granted. The terms below shall have the meanings ascribed to them below when used in the Employee Option Agreement. ----------------------------------------------------------------------------- Optionee ----------------------------------------------------------------------------- Address of Optionee ----------------------------------------------------------------------------- Employee Number ----------------------------------------------------------------------------- Employee ID Number ----------------------------------------------------------------------------- Foreign Sub Plan, if applicable ----------------------------------------------------------------------------- Grant Date October 13, 1998 ----------------------------------------------------------------------------- Purchase Price $8.75 ----------------------------------------------------------------------------- Aggregate Number of Shares Granted (the "Option Shares") -----------------------------------------------------------------------------

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • Assistance Agreement means a for- mal, written agreement between the CDFI Fund and an Awardee which specifies the terms and conditions of assistance under this part;

  • Compliance agreement means a written agreement between a person and the Commissioner to achieve compliance with this quarantine.

  • Development Agreements means all development, utility or similar agreements included in the Permitted Encumbrances.

  • Collaboration Agreement has the meaning set forth in the Recitals.

  • Service Agreements means the agreements in the agreed form to be entered into between the Company and each of the Founders;

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Consulting Agreements means the consulting agreements to be entered into between the Purchaser (or an Affiliate thereof) and each of Xxxx X. Xxxxxx and Xxxx Xxxxxxxx Xxxxxxx, in a form acceptable to the Parties, acting reasonably;

  • Joint Development Agreement has the meaning provided in Section 5.3.

  • Governance Agreement has the meaning set forth in the Recitals.

  • Marketing Agreement means an agreement entered into, with the director, by producers, distributors, processors, or handlers pursuant to this act and binding only on those signing the agreement.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.

  • Services Agreement means an agreement entered into between a Utility and one or more Affiliates for the provision of Shared Services or For Profit Affiliate Services and shall provide for the following matters as appropriate in the circumstances:

  • License Agreements shall have the meaning set forth in Section 8.11 hereof.

  • Retention Agreements has the meaning set forth in Section 5.11(e).

  • SCM Agreement means the Agreement on Subsidies and Countervailing Measures in Annex 1A to the WTO Agreement;

  • Existing Management Agreement means that certain management agreement between the Seller and the Existing Manager for the operation and management of the Hotel.

  • Supply Agreements has the meaning set forth in Section 7.1.

  • Development Agreement has the meaning set forth in the Recitals.

  • Collaborative practice agreement means a written agreement

  • Labor compliance agreement means an agreement entered into between a contractor or subcontractor and an enforcement agency to address appropriate remedial measures, compliance assistance, steps to resolve issues to increase compliance with the labor laws, or other related matters.

  • Existing Agreements has the meaning as set forth in Section 3.2 hereof.

  • Corporate Services Agreement means the corporate services agreement dated on or about the Closing Date between the Issuer and the Corporate Services Provider, together with any agreement for the time being in force amending or supplementing such agreement.