New Company Agreement definition

New Company Agreement has the meaning set forth in Section 5.7.2.
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New Company Agreement means the limited liability company agreement of New Company in the form attached as Exhibit E hereto pursuant to which New Company will hold the Parent OP Common Units to be issued to the Contributors and the Escrow Account hereunder.
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New Company Agreement means the limited liability company operating agreement of New Company, dated as of the date hereof.
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Examples of New Company Agreement in a sentence

  • For clarity, Vertex and its Affiliates will be obligated to reimburse a given amount owed under a New Company Agreement one time only.

  • All rights granted to Vertex under such New Company Agreement will be subject to the terms and conditions of such New Company Agreement and Vertex will comply with all terms of such New Company Agreement applicable to Vertex, its Affiliates or Sublicensees thereunder.

  • Except as otherwise provided in this Agreement, as between the Parties, Company will be responsible for all payments in connection with any New Company Agreement unless such payment obligations are resulted from the material breach of such New Company Agreement by Vertex.

  • Company will provide Vertex with a substantially final draft of such Proposed New Company Agreement, unredacted solely to the extent that such draft relates to a Product or Licensed Agent, sufficiently in advance of execution so as to afford Vertex a meaningful opportunity to review such draft.

  • Company will discuss in good faith with Vertex to determine whether Vertex will take a license or sublicense (as the case may be) under all or a portion of the intellectual property rights that are the subject of such Proposed New Company Agreement.

  • Vertex may provide comments to such draft, and Company will [***] prior to execution of the Proposed New Company Agreement.

  • Company will provide Vertex with a reasonably detailed invoice for any payments made by Company under a New Company Agreement that are reimbursable by Vertex pursuant to this Section 5.7.2 within [***] of the end of each [***] in which any such payments were made by Company, and Vertex will pay the undisputed portion of such invoices within [***] of receipt thereof.

  • Company will use reasonable efforts to include in any such Proposed New Company Agreement that is an in-license [***].

  • Company shall use [***] to include in any such Proposed New Company Agreement a provision [***].

  • When transferred and delivered in compliance with the provisions of this Agreement, the Seller’s Interests will be fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Interests may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed to be made and restrictions set forth in the New Company Agreement.


More Definitions of New Company Agreement

New Company Agreement means the amended and restated limited liability company agreement of New Company, in the form attached as Exhibit E hereto, pursuant to which New Company will hold the Parent OP Common Units to be issued to (i) Lightstone Holdings, Lightstone Prime, BRM, LVP OP and Pro-DFJV hereunder, (ii) LRPV and PR Manager under the Barceloneta Contribution Agreement and (iii) the Escrow Account hereunder.
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Related to New Company Agreement

  • Company Agreement means any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which any of them or any of their properties or assets may be bound.

  • Company Agreements has the meaning specified in Section 5.15.

  • Limited Liability Company Agreement means the Amended and Restated Limited Liability Company Agreement of the Depositor, dated as of March 1, 2001, executed by Ford Credit, as sole member; or the Limited Liability Company Agreement of Ford Credit, dated as of April 30, 2007 and effective on May 1, 2007, as the context requires.

  • Intercompany Agreement means the agreement regarding the treatment of certain existing intercompany balances entered into on June 11, 2020 by and among ODBINV S.A. - Em Recuperação Judicial, Odebrecht S.A. - Em Recuperação Judicial and Odebrecht Engenharia e Construção S.A., as generally described and summarized in “The Restructuring – Treatment of Intercompany Claims” of the Consent Solicitation Statement.

  • Operating Agreement means this Operating Agreement as originally executed and as amended from time to time.

  • Intercompany Agreements has the meaning set forth in Section 2.03(a).

  • Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.

  • Operating Partnership Agreement means the Amended and Restated Partnership Agreement of the Operating Partnership, as it may be amended, supplemented or restated from time to time.

  • Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended from time to time.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.

  • Network Operating Agreement means an executed agreement that contains the terms and conditions under which the Network Customer shall operate its facilities and the technical and operational matters associated with the implementation of Network Integration Transmission Service under Tariff, Part III.

  • Original Partnership Agreement has the meaning set forth in the recitals to this Agreement.

  • GP means Gottbetter & Partners, LLP.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.

  • Existing LLC Agreement is defined in the recitals to this Agreement.

  • Co-operation Agreement means an agreement relating to compensation arrangements in the form of the relevant template Co-operation Agreement being:

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • PJM Operating Agreement means the Amended and Restated Operating Agreement of PJM on file with the Commission.

  • Partnership Agreements means, collectively, all of the Partnership Agreements.

  • Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of , 2011, as the same may be amended, modified or restated from time to time.

  • Sponsorship Agreement means a document that estab- lishes an advanced licensee as a sponsor for a basic licensee.

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

  • Company Operating Agreement means the Second Amended and Restated Operating Agreement of the Company, dated as of January 25, 2019, as amended or supplemented from time to time.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.